Document pamqROOpZv3DaKkwbENvg4kB

PLAINTIFF'S EXHIBIT FORM 8-K I <vsuc aJS.C.J SECURITIES AMD EXCHANGE COMMISS|Ol!#|0V2 41986 Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) ox the Securities Exchange Act of 1934 OEC I (90$ GaD,e^ MaySfeenntlte Date of Report (Date of earliest event reported) August 1, 1986 _______________ STERLING CHEMICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of organization) (Commission File No. ) ________________________________________________76-0185186 (IRS Employer Identification No.) Suite 3700 333 Clay Street _______Houston, Texas77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 650-3700 Eight Greenvay Plaza Suite 702 Houston, Texas77046 (Former name or former address, if changed since last report.) Exhibit Index appears on sequentially numoered page 4 00001 of 866 pages. *<>- * nfr*wtw.n-- -V- ^AtKiLfes I ! i l assets purchase agreement between CHEMICALS. INC. AND MONSANTO COMPANY *Sllr*. Dated August I. 198S AdAHUtt. pa* 75 ** u TABLE OF CONTENTS ARTICLE TITLE PACE ARTICLE 1 PURCHASE AND SAXE OF ASSETS............................................ 2 Section 1.1 Section 1.2 Section 1.3 Section 1.4 Porch*** and Sale................................. Assets to b* Conveyed............................... Aimo Not to be Conveyed............................... Conveyance Instrument* end Belated Hatters........................................... 2 2 6 7 ARTICLE 2 TECHNOLOGY.......................................................................... 10 Section 2.1 Section 2.2 Section 2*3 Technology....................... License Assignment........................................... Acrylonitrile Technical Assistance......... . 10 10 11 ARTICLE 3 PURCHASE PRICEt FUNDS. ASSUMPTION................................ 12 Section 3.1 Section 3.2 Section 3.3 Purc'4se Price............. *............ Su~ uayeble at Closing................................. Method of Paynent................................. 12 12 12 ARTICLE 4 INVENTORIES.......................................................................... 13 Section 4.1 Section 4.2 Section 4.3 Section 4.4 Inventories to beTransferred........................ Aaaonia Contract....................................... Price..,................................................................ Payments and Determination of lnvautorJ.es........ ................*.................. 13 13 U- 14 ARTICLE S CONDITION OF ASSETS *\ND INVENTORIED........................................ 14 ARTICLES TITLE AND RISK OF LOSS....................................... 17 ARTICLE 7 RECEIVABLES, PAYABLES; APPORTIONMENT UTILITIES; OTHER TAXES.................................................. 19 Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.S Receivables............ ................................ Payables.................................................... Apportionment............................................. Other Texas........................................................... Liabilities........................................... J; 14 IS 18 19 ARTICLE 8 PERSONNEL. EMPLOYMENT AGREEMENTS AND EMPLOYEE BENEFITS.................................................... 20 Section B.l Personnel................................................................ 10 -A- r*r f* Section S.2 Stetioi 1.3 Section 8.4 Section S.5 Section 8.6 xittia| Employee i|rMMDt** Confidentiality........................................... ItMflti.......... ........................... Union Agreaaerts.......................... ................ Cooperation of the Parties.......................... Employee Rights...................................... ........... ARTICLE 9 CAPITAL PROJECTS........................................................ . ARTICLE 10 BUSINESS ARIU-XENENTS............................................. Section 10.1 Section 10.2 Section 10.3 Section 10.4 Section 10.5 Assif&iunt end A&auaption of Business Arrangement*.................. Arrengements Not to be Assigned................. Gulf Coast Vests liispossl Authority Agreement........................................................ Consents to Assignnente................................ Confidentiality Agreements Not Assigned To Buyer......................................................... ARTJCIE 11 MONSANTO TRADEMARKS AN*'TRADE KANES....................... ARTICLE 12 REPRESENTATIONS AND WARRANTIES........ .*.................. Section 12.1 Mor.aaato** Werrentie*............................. Section 22.2 Buyer's Warranties.......................................... ARTICLE 13 BOOKS AND RECORDS...................................................... ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 txnCll. 19 ARTICLE 20 ARTICLE 21 ARTICLE 22 ARTICLE 23 MARKETING ASSISTANCE.................................................. WATER TREATMENT CCtfXRACT.......................................... SUPPLY CONIRAtTS......................................................... SERVICE CONIXACTS........................................... INSURANCE....................................................................... INTEREST......................................................................... BUYER'S REPRESENTATIVES............................................ FURTHER ASSURANCES..................................................... ANTITRUST NOTIFICATION.............................................. SCOPE. DISCLAIMER.SURVIVAL OF RPR:.NTAT IONS, WARRANTIES, AGREEMENTS AND CELICATIONS; INDEMNIFICATION................................................. 20 22 29 29 30 31 33 33 33 34 35 35 5? 39 39 31 35 57 5C 59 60 61 63 64 6S 66 6? -ii- v*rr7 Section 23.1 Section 23.2 Section 23.3 Section 23.4 Section 23.3 Section 23.6 Section 23.7 Scope of Representations-- ........................ Silcllictx........................................... ............ Survival............................................................. Indeautiflestion by Monsanto......................... Xadaonification by Buyer.............................. Elaitation of Liability............................ Procedure.................................................. 67 62 6S 70 70 71 ARTICLE 24 SNVXWMffihm............................................................ 73 Section 24.2 Section 24.2 Section 24.3 Section 24.4 Section 24.$ Section 24.6 Section 24.7 Section 24.9 Section 24.9 Section 24.10 Section 24.12 Section 24.1^ Section 24.13 Section 24.24 Definitions............ ....................................... Monsanto Indeunifiratios............. ............... Buyer Indemnification................................... Liability Allocation...................................... Cloture Action*........................................... Written Notice........................................ Meeting rti tic Percies.............................. Participation Permitted............... ................ idvancr Notice t>f Actions................................ License r.c Preuise*........................................... Confidcntlelity of Znfoxcatioa ConcuminsScviroanentel Liabilities... Cooperat lot............. ............................ ..... Coalition*. ................................................... Moussato Co. peratloti......................................... 73 73 ?S 75 76 7? 76 7i 77 77 79 79 79 US ARTICLE 25 ACY................................ ............... ............................ S' A471CIE 26 CLOSING......................... ............................................ 92 ARTICLE 27 HXSCCJaAK&DUS................................................................ S3 Section 27.1 taction 27.2 Section 27.3 Section 27.4 Section 23.5 Section 27.6 Section 27.7 Section 27.S Section 27.9 Section 27.10 Section 27.11 Section 27.12 Section 27.13 Section 27.14 Notice............................................... bulk Sale* Laws ............................................. Confidentiality.................................................. Further Pocuassnta........................................... Financial Interaction and Other Aseiuta&c*................................. Actionability...................................................... Exhibits..................................................... Sectione and Article*..................................... Entire Agree*.\t................................................ Needing*............................................................... Controlling Law and Jurisdiction.................. Public Arnouncettent......... ....................... Expenses and Fee*......... .................................... Finders* Fees.............................................. 33 06 64 4 i$ 66 90 90 90 91 91 92 92 52 85JLBSEE -iii- IMAGE EVALUATION TEST TARGET (MT-3) 4%r *<s "Till* mteroficto, (ncfutfng tWa Information and format Is 1966 Bochtsl Information SavtoM. All rights rssamsd.'it P v.. 4----------------------------------------------------------------150mm------------------------------------------------------------------- <---------------------- -------------------------- 6"---------------------------------------------------- r4> V oV BECHTEL '<6 Information Sen/lcem A A. A V v\ 15740 Shady Grove Road Gaithersburg, Maryland 20877-1454 * i LIST OF EXHIBITS TO THE ACQUISITION AGREEMENT Exhibit No. 1.2(e)-2 1.2(a)-9 1.2(b) 1.2(c) 1.2(d) 1.2(h) 1.2(b) l.4() 14(b) 1.4(c) 1.4(c) 1.4(h) 2.1(C) 2.9 4.1(C) 4.1(b) 4.1(c) Contents Hep of Texes City Plant site Title Insurance Coaaitaent Real property sates end bounds List of Realty Rights List of Products List of Rolling Stock to be conveyed to Ster ling by Honsante List of transferable franchises, licenses* peralts and rights to be transferred List of Pipeline Interests to be transferred Pots ot Special Varranty Deed Exceptions to Special Varranty Deed Pots of Bill of Sale Pom of Instruaent of Conveyance, Transfer and Assignaent List of Rolling Stock to be conveyed to Ster ling by third parties Pom of License Agrecacnt Pom of Acrylonitrile Technical Assistance Agreeacnt list of Plant Site Finished Goods and Products not transferred List of Off-Plant Site Inventories to be transferred Pom of Resale Certificate I A.2() 4.3 8.1(0 82(0 8.2(b) 8.3(0 8.3(b)(ii) 8.3(f) 10.1(0 f' 10.1(b) 10.2 10.3(0 10.3(b) 10.3(0 10.3(d) 12.1(d) 12.1(0 12.1(f) 12.1(1) Font of Ammonia Salts Contract and Immonla Exchange Contract Market Valuta of Xnvtntorits List of non-Plant employees to vhoei Sttrllnf shall offtr employment Employee Agreements list of Secrecy Obllfations Exceptions for Strvict Steofnition Fora of sptelal custodial account for pension transfer Plant Employees Beeeivimg Disability Btntfits or on Salary Continuation List of Capital Projects list of all Business Arrangements to be assigned Fora of Assumption and fssignaent Agreement List of Business Arrangeoents not aasifned Description of GCVDA Arrangeaents Description of North 80 and South 20 Forms of Assignment and Assuaption Agreement relating to GCVDA Fora of Incineration option vlth GCVDA List of Monsanto's Lien exceptions List of reports on equipment condition List of exceptions to compliance vlth environ* mental lavs and permits List of Permit Except ions 11- 12.KJ) 12.1(h) 12.1(1) 12.1() 12.1(h) 12.1(o) 12.1(p) 12.1() 12.1(c) 12.1(t) I2.1(u)-1 12.1(u)'2 12.1(c) 12.1(w) 12.1(c) 12.1(F) 12.1(c) 12.1(sc) 12.1(bb) 12.2(c) List of preferential purchase rights or rights of firct refusal List of tax report* sot filed end ttxee sot paid List of defaults under Business Arrangement* List of nco-valid lnstruoents List of over/usder payments A deliveries List of non'cooforoing inventory List of legal actions etc. List of other technology List of Mossanto benefit plans List of defaults in collective bargainin* agreements List concerning non-eavironoental laws Disclosures concerning compliance with Occupatienal Health and Safety Act List of other oaterlal agreeaents List of bonds, deposits, financial assurance requiresents and insurance coverage subaltted to regulatory authorities List of ether Peralta List of other Pipeline Interests List of Monsanto's corrections to Sterling's Kepresentatlons end Varranties List of Other Galveston County Real Estate Interests List of Historical Deep Operating Conditions List of Sterling's corrections to Monsanto's representations and warranties iii- 00^1 r 15 16 17(a) 1?0 20 24.2-1 24.2-2 24.2-3 24.5-1 24.5*2 27.5 27.14 0SJUS/E-1 Fora of GCUDA vate? re*taunt eontzact Form of product agreeaants and rau aaterlal IglMWItl Contract for Monsanto supplied services to Sterling Contract for Starling supplied services to Monsanto List of Sterling's kepresentatives Description of Deep Veils Operating Conditions Fora of Surface Treataent Technology dgreeaent Sites/facilities Identified for closure in Monsanto's Fart t Feral? Applications, Table V2II Sterling Financial Assurance kequireaents Accounting Services Agreeaent List of Finders' Fees l iv ASSET PURCHASE AGREEMENT THIS AGREEMENT, atde and entered into *i of this dey of August, 1986, by sad between Stirling Chaaicels, Inc., s Delaware corporation, having its principal place of business at Eight Greenway Plaza. Suite 702, Houston, Texes 77406 ("Buyer") and Monsanto Company, a Delevers corporation, having its principal place of business at 600 North Lindbergh Boulevard, St. Louis, Missouri 63167 ("Monsanto"). WITNESSETH: WHEREAS, Monsanto is engaged in the business of sanufacturing and selling veriovt cheaicel products at its Texas City, Texas plant (the "Plant" or the "Texes City Plant"); and WHEREAS, Buyer desires to purchase the Plant and certain related real property froe Monsanto on the terra and conditions hereinafter get forth; and WHEREAS, Kc:-v.'.iir'.> desires to sell the Plant and certain related real property to Buyer on the terra and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the sutusl covenants and agree* aents herein conteined, Monsanto and Buyer agree as follows: 0 ARTICLE I PURCHASE AND SALE OF ASSETS 1.1 Purchase end Sals. Monsanto shall sell, Uciom, convey, transfer or assign, as tho case Kay be* and deliver to Buyer, and Buyer hall purchase froa Monsanto, the assets described in Section 1.2 hereof (all such Assets being herein collectively : eferred to as the "Aggregate Assets" and individually referred ts* an `Asset"). The Aggregate Assets shall not include the eseete described in Section 1.3 hereof (such excluded assets being herein collectively referred to as the "Excluded Assets"). 1.2 Assets to be Conveyed. Subject to Section 1.3, the Aggregate Assets to be sold, licensed, conveyed, transferred or assigned, is the case nay be, end delivered to Buyer by Monsanto shall consist of the following: (a) The paresis of land generally outllnad In yallow and green on the asp attached as Exhibit 1.2(a)-l hereto and described in the title insurance coaaitsent attached as Exhibit 1.2(a)*2 or described by nates and bounds or by block and lot nunbar, in Exhibit 1.2(a)*3 attached hereto, together with ell the right, title end interest of Monsanto in and to (i) buildings end other iaproveaents constructed thereon, including fixtures of every kind end nature whatsoever on said land and tha raversIon or reversion*, reseller or reaeindera, in and to said .land, (11) all and singular the teneaents, hereditaaents. aeseaents. rights-of-way, tights, privileges and appurtenances to said ierci. belonging thereto, including, without limitation, the entire right, title and interest of Monsanto, if any, in, to or under any streets, ways, alleys or goras adjoining said land, and all claims or daaends whatsoever of. Monsanto either in law or in equity, in possession or expectancy of, in and to said land, and (ill) all fixtures within the Plant, including the pipelines owned by Monsanto, fixed assets and personalty of a permanent nature owned by Monsanto annexed, affixed or attached to said land and/o^ buildings ox other lmproveaents thereon and used in the possession, occupation or enjoyment thereof, including, but without limiting the generality of the fore* going, all apparatus, appliances, aachinery, equipment and articles owned by Monsanto and used to supply or provide or in connection with hast, gas, air conditioning, pluabing. water, lighting, power, elevator, aeworege, refrigeration, cooling, ventilation, sprinkler systea and water beater (the "Real Property'*). The area marked in yellow on the aap attached hereto as Exhibit 1.2(a)-! la scuetives referred to herein ae the "Plant Site" and the area marked in green on such sap ia sooetioes referred to herein at the "Buffer Property." The improvements, buildings, equipment, apparatus, appliances, machinery, articlaa and fixtures referred to in the preceding provisions -3- of this Section 1.2(d) ere sometimes referred to herein os "fixtures and Inprovsacnts"; <b) ell interest of Monsanto in end to the eeseasnt tod leasehold interest 4S outlined in Mine on Exhibit i.2(e)-2 hereto end ?; specifically identified an Exhibit 1.2(b) hereto (the "Realty Sights"); (c) ell tangible personal property {other then Fixtures end lapioveaents, Rolling Stock, Floe ting Stock end Inventories) owned by Monsanto end located on the Float Site ox on the Buffer Property, if *ny, in connection with fcfc operation of the Plant and production t the Plant of the products listed In Exhibit 1.2(c) heroic (the "Products") end acetone cyanohydrin ("ICY"); (ell such property collectively celled the "Equiptcent") (d) the trucks, trailers rail cars end ether certificated vehicles owned by Monsanto end described in Exhibit 1.2(d), (the "Roll ing Stock"); (e) the acetic acid bergs ii-25 (official Wunbar 527030) ovned by Monsanto including el) aechincry, anchors, chains, tackle, apparel, furniture, fittings, tools end ell ocher equipment thereunto appertaining or belonging (the "Floating Stock"'); (f) custoaer lints end customer date (including credit date), to the extent allowed by lev, related tc the sale of Products (other then tertiary butylaaine J"T1A"J acetic field, phthellc -4- P0*G mi&ydride, exo-alcohol and pfctb*.late esters) for the calender year 1905 end 1956 through Closing (tU "Customer Data"); (g) current supplier lists and supplier date (for the calendar year 1965 and 1986 through Closing) related to the purchase of raw materials (to the extent that tbs Buyer takas over such raw material contracts) and other supplies used at the Plant (the "Supplier Data"); (h) all transferable franchisee, licenses, permits or other rights granted by governmental authorities as sore fully listed and described in Exhibit 1.2(h) hereto (the "Permits"); (I) existing documented plans or designs as the Plant Site for active capital and cost reduction projects to be completed, or planned for, or present'.y contemplated, at the Plant based on currently practiced process technology at the Plant; and any existing plans or designs at the Plant Site for acetic ecid debottlenecking to 600,000,000 pounds per yeer and the syn gas reformer project which allows future shutdown of methanol ("Capital Project Plans"); (J) licsnsss of ths Technolor;' described in Article 2.1; (k) Monsanto*# interests in tbs pipelines end releted easements outside the Plant Site listed in and more specifically des cribed In Exhibit 1.2(k) hereto (the "Pipeline Interests"); (l) the goodwill releted to the business of the Plant; () the Business Arrangements to be assigned to Buyer pursuant and subject to Article 10 hereof; -5 P0*.7 (u) the Irumtorits referred to is Article 4 ("Inventories") - and (o) the looks and Records referred so In Article 13. 1.3 Amtt Kot to bo Conveyed. The Aggregate Assets to be conveyed hereunder shall not include the Excluded Assets. The Excluded Assets shall ha comprised of the tollcvivg. (a> all cash and bank deposits of whatever description; fb) r.ll accounts sad note* receivable; i () deposits fox utility services, credits and discounts applicable to periods prior to Closing; i Vd) all lassol'ald and contract rights with respect to the tinker, Edgsr 1$. Qucary; (a; all tr*wa*trkj(,, trade auoea end service fasrks owned by Hcui&anto or eny coepsny ot entity in which Hot*aatc <mu* an interest, direct iy or ii.dirf-.tiy; tij all of ftemtanro's righ`r or e^cfi presently or in the future cue us dux ell tecbrolcgy 1 Low-')>c(i\r^*eu'.k wipanics cthe< tb*t. fcuyei nita rcHptc.t to any 1 induct: (&> til patanu* related to any I't'.-.-'virt produced at tVe ? ir t exie>. for the rights jM.-tad to Buyor the 1 Wises specifically provided for O Article J, e -c i i (h) all claion *n< suits whit. He:-m*.. any hivt >' hereafter acquire spa net third m:d ref.`.r.dv cred. .st ana cfCs't froa third pr.rviei ixising out of all ostte". occurring prior to Closing. t *I \6- 4 0*V <>fi. * JU> v~l .llf. w.ir 1.4 Conveyance Instruments and Related Matters. At the Closing, the Aggregate Asset* *b 11 be conveyed by Monsanto to Buyer as follows: (*) Monsanto shall convey to Buyer tha Keal Property and Fixtures aud laproveaents (to the extent any of tha aan* constitute interests in real property) by special warranty dead in tha fora sat forth la Exhibit 1.4(a) hereto subject, however, to tha exceptions set forth is Exhibit 1.4(b) hereto. (b) Monsanto shall provide to Buyer, at Monsanto's expanse, at Closing title insurance cooeitaenta with respect to the Plant- Site, Buffer Property and the Fixtures and Improvements issued by Ticor Title Insurance Company subject only to (i) the standard except ions of such policies with ths exception for Ad Valorem taxes Halted to 1946 calendar year and tha exception for surveys amended a* sat forth bslow in this subssetion (b), and (11) the matters set forth in Exhibit 1.4(b) hereto. Monsanto shall obtain a survey of tba Plant Hits (but not tha Buffer Property) as necessary to enable tba title insurance company to amend tha standard preprinted survey exception to state "shortages in area" only. At Closing, Buyer shall reimburse Monsanto for obtaining such survey. shell obtaia a title insurance policy for that port . c* t.V pur* chase price allocable to the Plant Sits, tfc;. ' F opsrty and the Fixtures and Improveoente. At Closing Monsanto shall reimburse Buyer for the coat of the first $10,000,000 of title insurance including the additional premiums charged for the amendment of the survey exception relation to such $10,000,000. -7- w P0-9 (c) Monsanto shall couvav to Buyer the Equipment, Rolling Stock, Floating Stock and Inventories by a hill of sale in the fora set forth in Exhibit 1.4(c) hereto, provided, however, that with respect to any Soiling Stock or Floating Stock as to which ownership is evidenced by a certificate of title or similar instrument required to be filed to evidence a transfer of ti.lo, such transfer shall be effected by the execution by Monsanto and delivery to Buyer of appropriate endorsements, certificates, affidavits and other instruments required to effect transfer of ownership to Buyer. (d) Monsanto Khali convey so Suytr the Biisinatr. Arrangements, Pipeline Interests, Capital iroject Plans, Permits and Realty Kxghts which cc .stitute contractual tights ox intangibles and the Union Agreements referred to in Section 5.4 by assignment and assuuprloi- agrect xnts as provided in Article 10. <e) Monsanto i `1transfer to buyer the Aggregate Assets by a general .(^strumast of conveyance and assignment i the form sat forth i Exhibit 3.4(e) hereto. Cf} Monsanto shall com ay to Buyerthe Pipeline Interests and Realty Eights, to the extent they constitute interests in real property, by recoidahle assignments> warranting title against claims by third parties claiming by, through or under Monsanto, but not otherwise (except for those matters which a physical inspection A the property cr a survey would disclose). The -e- PfT90 V* parties shall secure, at layer's expense, * title coonitaent fra&i Ticor Title Insurance Company of California covering the Realty Sights and Pipeline Interests, to the extent they constitute interests is real property end, notwithstanding the above, to the extent such commitment does not reflect Monsanto as owner of a Realty Sight or Pipeline Interest or if a title <* emitaisnt is not obtlined, the assignment from Monsanto, as to such interests, shall be without warranty either express or implied. All assignments shall be subject to those matters reflected of record as evidenced by the title coraltment. Cg) In addition. Buyer shall purchase at Closing from the lessor identified on Exhibit 1.4(h) hereto the rail cars listed in I-nhifc.it 1.4'h) hereto for the purchase price referred to therein. -9- 00*91 K ARTICLE 2 TECHKCMOCy 2.1 Technology. At Closing, Monsanto i-hal J grant to Buyer royalty-fxce, aonexclusive, aonessZgnable (txc*pv. to t subsequent owner of tbs Plant), license, .ta the for of Exhibit 2,?fa}, to practice the technology, know-how and other proprietary tights described therein {"License fights"). . . 2.2 License Assignment. Konsento shell tcsi?n to buyer, end Buyer shell essuoe, Monsanto* existing licenses with: C) BASF Aktieagcsellschaft, dated October 27; 19^ end subsequently emended end supplemented, for the operation sad Maintenance of the phthalic anhydride unit et the Plant to produce pfcrhalic anhydride end to use and/or sell the phthalic Anhydride so produced in accordw.ee with the tons and condi tions set forth therein (the "BASF Liceas*")f (b) CdF Chicle (ss tuccessor to t'gine Kuhlnann end FxeduiTt Chtsiques Vglxtt Kuhlocnn), dated ybz-.v.ry 7, )`$67, March 21, 1575, and Jatutsry 25, 1977 (and subsequently sendedi, for the operation end >lntensRc* of the c>xo-atcahol unit t v`-.e Plata to produce cxoelcohol and Co use aad/cv sil the oxo-sl-ohcl so produced in accotdunes with the teres aud conditions set forth therein (the '`CdF Chime Weens "}; end (c) tteldor Topsoa A/S, d*c*d Soptc^er 1. 1$$S; for the production of carbon Aonoxidu r<cL gest-s by rtsac reforming oi hydro- -10- W.92 V I carbons In accordance with the tarns and conditions set forth therein (the "Weldor Topsoe License"); and (d) Rohm and Haas Company, dated July 23, 1974, but only to the extent required for the operation and the maintenance of the presently existing ACT unit at the Plant to produce ACT, and use and/or sell the ACT so produced in accordance with the terns and conditions set forth therein (the "Bohn and Haas License"). The BASF License, the CdF Cbiaie License, the Haldor Topsoe License and the Bohn and Haas License are sometimes referred to herein as the "Third Party Licenses". 2.3 Acrylonitrile Technical Assistance. At Closing, Monsanto and Buyer shall enter into the agreement in substantially the fora set forth in Exhibit 2.3 hereto pursuant to which Buyer will receive technical services from Monsanto for one year in support of the acrylonitrile process technology licensed to Buyer pursuant to Exhibit 2.1(a). Buyer shall have the option to extend auch agreeaent for oae additional I I year. I I \y -ii- 1 ARTICLE 3 PURCHASE PRICE. FUNDS. ASSUMPTION 3.1 Purchase Price. As paynent fox the Aggregate Assets, other than Inventories, Buyer shell pay to Monsanto at the Closing a total cash purchase price of One Hundred Sixty Million Dollars ($160,000,000.00). The purchase price shall be in addition to the other suas provided for in this Agreement to be paid by Buyer to Monsanto. 3.2 Suas Payable at Closint. At Closing, Buyer shall pay to Monsanto the aoounts due undex Articles 1, 3, 4, 9 and 10 and any other anounts due at Closing pursuant hereto or in connection trlth the trans actions contemplated hereby. 5.3 Method of Payment. All amounts due from luyer to Monsanto or froai Monsanto to Buyer hereunder shall be paid in immediately available funds to such aecount(s) in such bank(s) as the party entitled to receive such funds shall designate to the other party. -12- PCiW ARTICLE 4 INVENTORIES 4.1 Inventories to b> Trmf>rrd. 1b tera "Inventories" for purposes of this Agreement shell mean (1) all inventory (except as listed in Exhibit 4.1(a) hereto) located on the Plant Site or Buffer Property if any at Closing, including, but not United to, finished goods and Prod ucts, goods and Products in process, feedstocks, rev eaterlals, fuel oil, stores, spare parts, containers, aiscellaaeous supplies and the un installed catalyst and (li) such inventories of any of the foregoing for production of Product situated at Closing at a location other than on the Plant Site and specified and as Halted in Exhibit 4.1(b) hereto, in each ease whether on hand, on order, or in. transit as of the Closing. Finished goods, raw materials and goods in process shall be clained by Buyer as exeapt from sale or use tax by furnishing Monsanto at Closing with a valid resale certificate as nore specifically described in Exhibit 4.1(c) hereto. Included In the sale axe the inventory value of balances due to or fro* Monsanto at the Closing on certain exchange, conversion, lean or swap srrangeaents as described on Exhibit 10.1(a). The settleneat of such balances with the exchanger or converter will bococa the responsibility of the Buyer on the Closing Date. 4.2 A--onia Contract. At Closing, Monsanto and Buyer shall enter into a swap or exchange agreeaent substantially in the fora of Exhibit 4.2(a) hereto relating to the supply of aaaonie to be used for Monsanto's I ' * C; purchase of acrylonitrile from Buyer and for Monsanto's operations at Chocolate Bayou, Texas. 4.3 Price. The selling price payable by Buyer for all of the Inventories other than stores, supplies and fuel oil shall be equal to the lower of the FIFO book value thereof or aarket value thereof as of the Closing Date. The selling price payable by Buyer for stores, supplies and fuel oil shall be equal to the book average actual cost thereof as of Closing Date. The awrket values as of the Closing shall be as set forth in Exhibit 4.3 hereto. 4.4 Payments and Petereination of Inventories. For purposes of determining the asount payable by Buyer at Closing for Inventories, Monsanto has delivered to Buyer prior to Closing a good faith estiaate of the Inventories which it believes will be transferred to Buyer at Closing together with a calculation of the cost or value price thereof in ac~ cordance with this article 4 and such supporting data as Buyer has reasonably requested. The estiaated cost or value shall constitute the amount payable by Buyer at Closing for Inventories ("Closing Date Inven tory asount*1), subject to edjustaent as set forth below. On the Closing Date, a physical inventory shall be taken of she Inventories effective as of 12:01 a.m. on the Closing Date at the Plant by Plant personnel ("inventory accountant") and at other locations by appropriate persons. Representatives of Monsanto end Buyer and their respective audit firms may be present for the physical inventory. The Inventory Accountant ahall also calculate the cost or value of the Inventories under the provisions of this Article 4, and make a written / -14- report to Monsanto and Buyer of (i) the amount of Inventories detarnined to be in existence on the Closing Data and (ii) the amount of the cost or value thereof under the provisions of this Article A ("Final Inventory Amount"). lha Final invui.ory Amount shall be subject to audit by the parties and/or their representatives, with final settleaent within thirty (30) days after Closing. If the Final Inventory Amount is more then the Closing Date Inventory Amount, Buyer shall pay to Monsanto, in the manner provided in Seetlcn 3.3, the amouLb of the- difference. If the Final Inventory Amount is less than *he Closing Date Inventory Amount, Monsanto shall pay to Buyer, in the manner provided in Section 3.3, the amount of the difference. IS- P0-.7 ARTICLE 5 CONDITION QT ASSETS AMP INVENTORIES Excpt as provided is Section 12.i or in docuoents or in.tru.ent. to b. delivered by Monsanto et Closing. c , oth.rvl.. specifically set forth in this AgraeMnt, the Aggregate Assets .hell be .eld by Monsanto *"d *hell be purchased and accepted by Buyer on ea *AS IS. VHERE IS" basis as of the Closing. -16* P0V*8 ARTICLT 6 TITLE dflS RIHt OF LOSS Title, possession end risk, of lose or destruction or damage* to the Aggregate Assets shell pess to Buyer ss of the effective tine of Closing es provided in Article 26; provided, however that this Article 6 shell sot diminish, linit or otherwise impair in eny manner Buyer's or Monsanto's rights under the othor provisions of this Agreement which apportion liability among the ; artits witl. resper.t to events, occurrer.ces or emissions arising or occurring during specified periods. 17- O' P0V*9 ARTICLE ? BECF.IVaBLES: PAYABLES: APPORTIONMENT UTILITIES; M3ER TAXES 7.1 Receivables. If any monies or other assets ara received by Buyer to which Monsanto is articled in connection with accounts receiv able aiisit* prior to Closing or otherwise, Buyer shall hold such atonies and assets received by Buyer in t/f for Monsanto and shall account for and pay ease to Monsanto within -?!<* (15) days of racaipt. It any monies or other assets are received by Monsanto to which Buyer is en titled in connection with accounts receivable arising after Closing or otharvise, Monsanto shall hold such monies snd assets received by Hensanto in i ivst for Buyer and Monsanto hall account for and pay suae to Buyer within fifteen (15) days of receipt. 7.2 Payablet. Buyer ahall be responsible for the ssttlament of accounti payable related to the business of the Plant and for goods and services supplied or delivered to the Plant after the physical inventory on the Closing bate. 7.5 Apportionment. Ad valorem snd similar tsi.se, paid utility charges applicable to periods following the Closing Bets, prepaid rentals and other pre-payments Snd arrearage payments applicable to pet lode both prior to and after Closing Bata with respect to the Aggregate Assets shall be prorated as of the Closing Dare and Amounts owing to Monsanto by luyer or to Buyer by Monsanto, resulting fro such proration, shell be settled within thirty (30) day* after ch amounts thereof ara known and prorated. Any refunds or credits or -*ir counts with respect thereto of 15- OO'OO utility payments, security deposits or of any payment previously made by Monsanto shall balong to Monsanto. At or about tha Closing, layer and Monsanto abaU taka reading* or other measurements of gas, water, elec tricity aid other utilities; such reading* and maasureaeats shall be binding, conclusive and used for purposes of the apportionment provided herein. 7.4 Other Taxes. (a) Transfer or documentary taaes asserted upon or with reaped to th* documents required to transfer the Seal Property to be transferred hereunder to buyer and recording 'and filing fees with respect thereto shall be the responsibility of Buyer. (b) Although it le mot anticipated that there will be any sales, use and transfer taxes due and owing in connection with the transactions contemplated under this Agreement, to the extent there ere any such taxes payable they shell be borne by Buyer and Buyer agrees to pay the asms, ia tha event any state taxing authority esseaaea any such ea.es, use or transfer taxes against Monsanto, tha parties shall follow the procedure eat forth in Section 23.7 with reepect thereto. 7.5 Liabilities. Except as otherwise provided for or contemplated in this Agreement or in the documents or instruments to be delivered at Closing, Buyer shell not assume any liabilities of Honsarto and Monsanto shall not be responsible for any liabilities of Buyer. -19- OO'TOi *mci 8 PERSONNEL. EMPLOYMENT AGREEMENTS AND EMr.OYEE BENEFITS 8.1 Personnel. Buyer (1} shell offer employment to ell hourly end salaried employees (subject to the execution by such salaried employees of eapl?/~i>-Jnt/eonfidentielity agreements, eubstentlelly similar in substance as those presently used by Monsanto) of Monsanto who are employed full 'ciste et the Plant as of the Closing Dfite; provided, how ever, that cae aggregate number of such personnel shell not exceed 8&0 end (ii) shell offer employment to certain Monsanto employees but who are not located et the Plent end who ere listed u Exhibit 8.1(a), in each case on terse end conditions which are, at least in the sg&.'egate, generally conparehle to their current employment by Monsanto. Monsanto shall provide Buyer with certain relevant information with respect to such employees (';o the extent permitted by lew) including personnel files and documents, and assist Buyer in effecting their employment as of the Closing Date in an orderly fashion. Such employees who accept offers of employment by Buyer et Closing shell be referred to hereinafter as "Plant Employees'*. It is understood that the ten "employed full time" or "full time employee" shell not include any employee who has notified Monsanto in writing rt his intention to retire and that Buyer shall have no obligation to ojploy any such employee. 8.2 Existing Employment Aaroeoents--Confidential^tv. Nothing contained in this Agreement shall constitute a waiver or modification of, nor an amendment to, the obligations of the Plant Employees respecting confidential information oi Monsanto under the employment agreements described in Exhibit S.2(a) hereto, it being agreed that said obligations shall continue in accordance with the terns of such agreementsj provided, however, that Monsanto shall release those of its employees who become employed by Buyer at Closing from their obligations of confidence as to Monsanto information to the extent necessary to enable them &o perform their job responsibilities for Buyer in the current operation of the Plant except such employees shall not otherwise be released from secrecy obligations which Monsanto has to third parties, as disclosed on Exhibit 8.2(b) hereto. 8.3 Benefits. (a) Recognition of Service. Buyer shall provide benefits to the Plant Employees as provided in subsections (b) through (h) below. The Plant Employees* years of service at Monsanto shall be recognised by Buyer for all purposes of determining benefit eligibility, vesting and level of benefits, except as otherwise P' ovided in Exhibit 8.3(a) hereto. (b) Pension Plans. (i) As scon as practicable and effective as of the Closing Bate, Buyer i.hall take all * cion necessary and appropri* at to establish new pension plans ("Buyer's Pension Plans") equivalent to the retiremnt piant of Monsanto at Closing Date, which include the Mor.sento Company Hourly* Paid Employees' Pension Plan '1986) {t-.d the Monsanto *21 prpo** Cwspuny Salaried Employees? Pension Plan (1986) ("Monsan to's Pension Plans"). Foe purposes of eligibility, vesting and benefit accrual under Buyer's Pension Plans, Buyer shall credit each Plant Employee with service ("Ser vice11) under the tens of Monsanto's Pension Plans as if such Service had been rendered to Buyer. The benefit payable at retirement under, or upon vested termination from, the applicable Buyer's Pension Plan shall be based on the benefit formula and all other factors then in effect under the applicable Buyer's Pension Plan applied to all combined ponsion service. Such benefit shall be offset by the benefit such Plant Employees would be entitled to receive under the applicable pension plan maintained by Monsanto covering such Plant Eeployees as of the Closing Bate based solely on Service as of the Closing Date and calculated as a single life annuity as if such Plant Employees bed commenced retirement benefits from Monsanto on tbe date of their retirement or termination from Buyer. As soon as practicable after the Closing Bats, Monsanto shall deliver to Buyer a list of Plant Employe** who had Service under Honsanto's Pension Plans, together with a listing of etch such employee's service under such plana and his vested benefit thereunder. ' (ii) Within SO days of the Closing Bate, Monsanto shall trans fer to Buyer a cash amount ("Transferred Amount") which 22- n<no? Buyer shall immediately transfer to a special interest bearing custodial account sore specifically described in Exhibit 8.9(b) (il) hereto fox the purpose of providing pension benefits for the Plant Employees. The Transferred Amount shall be equal to the value, using the assumptions set forth in subparagraph (iii) below, of the benefit determined as follows for each Plant Employee ("Pension Benefit"): (1) the projected single life annuity payable at age 63 under Monsanto's Pension Plans, and subject to the 1initations set forth in Section 415 of the Internal Revenue Code of 1954, ea amended ("Coda"), as in ffoet as of the Closing Dste multiplied by (2) the ratio of actual Benefit Service with Monsanto (as defined In Monsanto's Pension Plans) on the Closing Dsta to the projected Benefit Service at age 63, offset bp (3) the vested benefit retained by Monsanto (calculated in the fora of a single life annuity coenencing at age 63). (iii) The assumptions for determining the Pension Benefit in sub~p*ragreph (ii) shall be as follows: (1) The salaries for Plant Eaployeat shall increase 5.il annually. -23 a/ ptror (2) Hit aaxiaua Retireeent Incoae Factor under the Monsanto Coepany Hourly-Paid Eapleyees* Pansion Plan (1986) shall be at $36. (3) The retireaent age shall be 63. (4) The Interest rata shell equal the greater of 8-1/2% or the yield on Treasury securities due 15 years frocs the Closing Date plus 1%. (5) The aortality rate shall be the Pension Benefit Guaranty Corporation aortality rates used for terainating plans as of the Closing Date. (6) A reduction of 10% of the Pension Benefit shall be asde to anticipate teralnation prior to retlreaent or vesting. (iv) Upon adequate representations to the custodian of the custodial account that Buyer has Bade contributions to Buyer's Pension Plans relative to the Plant Eaployees, as soon as practicable as and to the extent permitted under Section 404 of the Code, the custodian shall within a reasonable tine release to the Buyer th portion of the Transferred amount which represents the aaount contributed by Buyer. (v) Interest earned on the Transferred Aaount shell be tsxeble to Buyer. (vl) If within ten years following the Closing Date, any of the Buyer's Pension Plans is terminated in whole or in part or 24 no?os aodified in a wanner which reduces the pension benefit forssula es it applies to future pay with respect to the Plant Employees, Buyer shall pay to Monsanto, within thirty (30) days after all required governaental approvals including the Pension Benefit Guaranty Corporation and the Internal Revenue Service under such teraination, in a luasp sub, an aaount equal to the portion of the Transferred Aaount which represents saounts which are no longer seeded to fund such Pension Benefit as a result of such aodification or teraination. Such aaounts would be paid froa the custodial account or, if the aaount in the custodial account is insufficient, froa Buyer and would represent additional purchase price for the Assets. (c) Savinas and Investment Plan and Individual Retireaent Account Plan. Effective as of the Closing Bate, Buyer shall take all action necessary and appropriate to establish and aaiatain a new Savings and Investaent Plan and a new Individual Retireaent Account Plan generally equivalent to the Monsanto Savings and Investaent Plan and the Monsanto Individual Retireaent Account Plan at the Closing Date. Buyer shall recognise service with Monsanto for purposes of vesting and eligibility under such plans. (d) Welfare and Other Non-Pension Fringe Benefits. Effective as of the Closing Date, Buyer shall take all action necessary and appropriate to establish and aaintain new Medical Benefits, \V/ 25 Prescription Drug, Flexible Spending Account, Dental, Accident and Sickness, Disability, and Life Insurance and Optional Life Insurance Plans for active Plant Employes and retiree Medical Benefits and Life Insurance Plans for Plant Ew^leyees who retire after Closing Date generally comparable to those plans maintained by Monsanto at the Closing Date. Buyer shall also establish and provide Plant Employees with other eelfare and fringe benefit plans and programs each of vhich is genorally comparable to existing employee plans provided to such employ- ees by Monsanto Immediately prior to the Closing Bate insofar as the benefits provided thereunder are disclosed in an employee plan listed in Exhibit 12.1(e) hereto. () Medical end Dental Plans. Buyer shell waive all .restrictions and limitations for pre-existing medical conditions under its Medical Benefits and Dental Plans. Buyer shell be responsible for all elalas incurred by the Plant Employees after the Closing Date, layer shell also racognise all aedical and dental expenses incurred by the Plant Employees during 1986 prior the Closing Date for purposes of satisfying the existing calendar yeer deductibles. Monsanto shall reimburse Buyer for payment of eligible medical and dental costs Incurred by Pleat Employees prior to Closing Dste. if) Ketirea Life and Medical. Except as provided below, Buyer shell assume responsibility for any retiree medical and life Insurance benefits to which a Plant Employee becomes entitled 1 i j I j ! ; i l -26 ifttr Closing Onto. Honsanto thill retain responsibility for any retiree medical and life insurance benefits for any Plant Employee who is at least age 55 with 10 or sore years of service, as of the Closing Pate, pursuant to the tens of the plans. Benefits under such retiree aedical coverage shall be coordinated with all active employee aedical entitlements provided by Buyer with Buyer serving as the "primary" provider. Following retireaent froa Buyer, such aedical benefits shall ba coordinated with the post-retirement aedical benefits provided by Buyer with Buyer serving es primary provider. (g) Disability. Buyer shell weive ell restrictions and limitations for pre-existing aedicsl conditions under its Disability Plans. Except as provided below. Buyer shall assuae all responsibility for accident and -sickness, short-tera disability and long-term disability clelas incurred by any Plant Employees after the Closing Date. Honsanto shall remain responsible for all total and peraanant disabilities (ineluding any disability, life and aedical entltlassnts) determired as of tha Closing Date. With raapact to any Plant Employee who is receiving benefits under tha Honsanto Disability Plans or on salary continuation due to disability or illness as of Closing Date (all such employees being listed in Exhibit 8.5(g)] and who is determined by Honssnto's physician to ba Totally and Peraanently Disabled as dafinad in tha Honsanto Disability Plans at any time prior to returning to work and as a result of and within tha thirty (30) \J -27 wros aonth period after such Pleat Employee** comaincement of such disability or illness, Monsanto shall assume fall responsibi lity for any and all future benefits as to such Plant Eaployee and Buyer shall have no farther obligation to such Plant Eaployee upon such determination. Monsanto shall ideanlfy and hold harmless Buyer from and against any daaages (including related legal fees and costs and expenses) arising froa any determination by Monsanto's physician aa to any sucb Plant Eaployee. (h) Vacation. Buyer shell adopt vacation antitlanent policies for the Salaried Plant Employees after Closing Date generally coopsrable to the policies described in Exhibit 12.1(e). Vlth respect to all available, but unused, as well as future, but yet unaetured, vacation an.itleaents of tan Plant Euployees as of the Closing Date ("Vacation Entitlements"}, each Salaried Plant Eaployee shall make a choice on or prior to Closing whereby be elects to receive e luap sun distribution for his Vacation Entitleaent froa Monsanto or to take bis vacation in the normal course of business and is paid for such vacation by Buyer pursuant to Buyer's Vacation Entitleaent policies for Salaried Plant Eaployees. For those Salaried Plant Eaployees who choose to taka the lump sue payment froa Monsanto for their Vacation Entitlements, Buyer will have no further obligation witn respect to such eaployees' Vacation Entitlements other *28 00?10 than to offer tine off without pay at the tine cad to the extent of theix Vacation Entitlaaents. Shot id toy Salaried Plant Employees choose to take vacation in the normal course of business pursuant to Buyer's Vacation Eatltleseat policies, then Buyer shell asswee the Vacation Entit'eaent* of such Salaried Plant Eaployaes as of Closing Cate, and Monsanto shall reimburse Buyer within ninety (90) days after Closing for the Vacation Entitlaaents of such Salaried Plant Eaployaes calcu lated on the basis of such Eaployea's wage or salary as of the Closing. In tha event any Salaried Plant Enployaa fails to sake such choica, ha will he daanad to have elected a luap sun distribution. 5.4 Union Aaraeaents. Buyer recognises that the Texes City, Texas Metsl Trades Council, AFL-CIO, the associated Guards of the United States end the Operating Engineers - Local 3V7 (the "Unions") are the certitiud bargaining agents in applicable bargaining units for the Plant hourly eaployaes, aud that there is in effect between Monsanto end said Unions, as to those eaployaes, egreesents (the "Union Agreements"), e copy of each of which has been xurnisbed to Buyer. 5.5 Cooperation oi the Parties. Honranto and luyer shall inlly cooperate with respect to each of tbs filings end calculations necessary -2?- 00?11 DTfcJ to offoot the transactions contempjatrd by this Article 8 and in ob taining any goverraental approveIs requi red hereunder. 8.6 Employes Rights. Nothing herein expressed or implied shall confer upon any amployee of Hon&antc, any Plant Employee or any other employee or legal representatives thereof or any collective bargaining agsnt uny rights or remedies, including wy right to aaployaent, or continued employment for any specified period, of any nature ei kind whatsoever under or by reason of this Agree sent and shall not craata any presumptions In connection with the assumptions used in Subsections b (iil) (1) enu b(iii) (2) of this Article f. f' -33- CMPtC v/ r ARTICLE 9 CAPITAL PROJECTS Monsanto And Buyer rocognizs tht Morsanto lx carryla* out* in pert with Monsanto personnel and In part under contracts suds by Monsanto with third party suppliers of Materials, equipment and services, various capital projects for the Texas City Plant which projects way or nay not be completed ("Capital Projects"). A list of such Capital Projects currant as of the last day of the oonth preceding Closin* is set forth in Exhibit 9 hereto. With respect to the syu r*s reforest revisions end iastelletlon of a replacement cold box to allow future shutdown of Methanol, Buyer shell relaburse Monsanto at Closias for all Capital Project costs incurred prior to Closing. With respect to the belaaee of the projects referred to in the first sentence of this Article 9, buyer hall reinburse Monsanto at Closing for all Capital Project costs in curred efter March 13, 1986. As the basis for such paysent st Closing, Monsanto has delivered to tba Buyer prior to Closing e stateaant setting forth in reasonable detail, the ettlasted amount of the paywent to be ade for Capital Projacta as of the Closing Vets. Such estiaetsd aaount shall be adjusted to the actual aaount efter the Closing by coapletion of necessary records and reports, with final payaent sattlasant within thirty (30) day*, after Closing. Following Closing, if Buyer chooses to continue any or ell the capital projects described above, the costs and expenditures of such completion (including those of Monsanto at fully \v' -31- P0313 allocate departmental coat plus 25% to th* estent tfca parties i*ee to continued participation bp Sioasento) shall be bctae c? Buyer. \-32- t`O.IJ.4 ARTICLE 10 BUSINESS ARRAKGF 1ENTS 10.1 Assignment and Assumption of Business Arrangement*. Except as otherwise set forth in this Article 10, Monsanto shell assign or trans fer to Boyer all of Monsanto's rights and interests and Buyer shall assume and perform all of Monsanto's duties and obligations (subject to such rights and interests) accruing froo and after the Closing under the sales, purchase, service, lasso, utilities, water supply bonds, shipping, labor and other contracts, agreements and arrangements listed in Exhibit 10.1(a) hereto (collectively the "Business Arrangements" or "Arrange ments"). Such *si-i&ent aau assumption shall be effected by assignment and caption agreement* in the forms of Exhibit 10.1(b) hereto, such assignment end assumption agreements to be executed end delivered et the Clor.trg; provided, however, that the parties recognise that s sepsrete Instrument or instruments of assignment end assumption any be necessary or proper with respect to certain Arrangements and, accordingly, the parties shall duly execute end deliver at the Closing or thereafter, as required, such separate instrument or instruments and take such further action as either party may reasonably request and as may be reasonably required *.o effect the assignment and assumption of all Arrangements. 10.2 Avrangamentg Not to be Assitreed. The parties also recognize that certain business arrangements listed in Exhibit 10.2 hereto (the "Other Arrangements") shall not be assigned to Buyer. PO?l *13 10.3 Gulf Coast Wt> Dltpowl Authority iKwwmt. As *o Monsanto'* treatment facility, pipeline. Landfill and Landfara arrangements with the Gulf Coast Waste Disposal Authority ("GCVBA*}, as store fully described in Exhibit 10.9(a) hereto Monsanto shall assign to Buyer or release to GCVM for Buyer xo establish separate arrangements with the GCWSA, the fo-.ltwing portions of the capacities or services dedicated to Monsanto as fellers*, (a) 100,000 cubic yards of the rsaaining landfill capacity in the GCWSA landfill, (b) the treatment capacity assigned to Monsanto in the GCWUA treetaent facility and (c) the sludge depository capacity assigned to Monsanto iu the Landfara end the Pipeline to the GCWSA treetaent facility, reserving however to Monsanto in all cases sufficient capacity with respect to the water froa the cress referred to by Monsanto as the "Kort.\ 00" end the "South 20" as acre specifically described in Exhibit 10.9 (b) hereto and additional ground water as required to fulfill Moosauto's obligations under Article 24. In the event of a release of Monsanto with respect to the treatment facility. Buyer shall be responsible for assuming Monsanto's seal-annual facilities cberges froo the GCWSA for use of the treatment facility. Such assign* eat and assumption or releaaa shall be in the fora of Exhibit 20.9(c) hereto. Monsanto shall be entitled to any amounts rasulting from GCWDA's purchase of Monsanto's interest in, or arising froa acquisition or davelopaent of, the GCWDA Landfara and Landfill. The parties understand that the GCWSA is planning to construct an incinerator and has offered coomitaenta to potential users to partici pate et the cost of $6 per ton. Monsanto has, on behalf of Buyer, r* 34- OO 1 W obtained a letter of commitment In tfaa fora of Exhibit 10.3(d) of 2,000 tons pax yaar of capacity and Buyar ahall raiaburaa Monsanto fox tha cost of such commitment at Closing and Monsanto ahall transfar such commitment to Buyar at Closing. 10.4 Consents to Assignments. Each party shall assist tha other in attempting to obtain any consents and releases required for the assignsent of any Business irrangeaent. If such consents and releases cannot be obtained, Buyar and Monsanto shall cooperate vith each other in any reasonable arrangement designed to fulfill Monsanto's obligations without further cost, penalty or liability of or to Monsanto under such Business Arrangements and in order to give Buyer the benefits of such Business Arrangements, including without implied limitation (a) the performance by Buyer of Monsanto's obligations thereunder and the utilisation of any Aggregate Assets and Inventories sold to Buyer as may be necessary to complete and fulfill such Business Arrangement; (tj Buyer's entering into a new arrangement with the other party to the Business Arrangement; and (c) the purchase of the involved material, utility or service from Monsanto. 10.5 Confidentiality Agreements Not Assigned to Buyer. Monsanto and Buyar hereby recognise, as betwaan themselves, that Buyer ahall be considered a third party beneficiary of confidentiality provisions between Monsanto and third partias as they relate to the proprietary rights and technical information covered by tbe License Bights and Third Party Licensaa and Monsanto shall not make any assertions or take eny positions contrery to such recognition in any proceeding to which Buyer 35- pfp!7 i* party involving Buyer's enforcement of such confidentiality agreeante. W -36- 0*171.8 ARTICLE 11 MONSANTO TRADEMARKS AND TRADE NAMES This Agreement dots not convey ox transfer legal or equitable title to any tradeaarks, trada names or trada designations owned, used or controlled by Monsanto* or any entity in vhlch Monsanto owns an Interest. Specifically, no rights ere in any way conveyed to the MONSANTO BLOCK M trademark or the trade naae and trademark MONSANTO or in the SANT1CXZER trademark. Also* no right* title* or interest* express or implied, is granted to Buyer to use any trademark, trade nane ox trade designation of Monsanto. Buyer shall, within ninety (90) days after the Closing, obliterate or reaove all such tradeaarks* trade naaea or trade designs* t . tions belonging or licensed to Monsanto which, after the Closing, renain 's on any of the Aggregate Assets. In the event said tradeaarks, trade naaes or trade designations are not obliterated or reaoved by Buyer within said ninety (90) days* Monsanto is hereby granted the right to obliterate or reaove said tradeaarks* trade naaes and trade designations and the right to enter upou any premises of Buyer in order to do so. After the Closing Buyer shall cot use Monsanto letterhead, purchase order foxas* sales contracts* Material Safety Data Sheets or any other docuaent or fora with a Monsanto logo* provided, however, that during the ninety (90) days after Closing, Buyer aay use such letterhead, purchase order forms, sales contracts, or Material Data Safety Sheets or other docuaent* or foras at the Plant with the printed Monsanto logo so long as 37- (MP.19 wch 10,0 or a&y oth.r roforoac* to Howonto 1. blocked out and unrtad bio. -38- P07?0 ARTICIS 12 REPRESENTATIONS AND WARRANTIES 12.1 Monsanto*s Warranties. Monsanto shall repraseat and warrant to Buyer as follows as of Closing: (a) Monsanto is a corporation duly organized, validly existing and in good standing under tbs laws of the State of Delaware and duly qualified or licensed as a foreign corporation authorized to do business in Missouri and Texas and all states in which any of -the Aggregate Assets say be situated and where such qualification or license is required. (b) Monsanto has full corporate power and authority to execute and deliver this Agreeaent and all docuaents and instruments referred to herein er contemplated hereby and to carry out the terns and obligations hereof and thereof. . msanto has taken all corporate action necessary to authorize the execution, delivery end performance of this Agreeaent and all docuaents end instruments referred to herein or coateaplated hereby. This Agreeaent constitutes, and the other docuaents and instruments referred to herein or contemplated hereby will be when executed and delivered by Monsanto, valid and binding obligations of Monsanto, enforcaabla in accordance with their respective tens end conditions except ss such enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws affecting enforcement of creditors rights I -39 <MT?1 r 's generally and by general principles of equity (whether applied in e proceeding et lew or in equity.) (e) The execution, delivery end performance of this Agreement do not violate os constitute a default under any mortgage, inden ture, promissory note or similar agreeasnt to which Monsanto is a party, or by which it is bound, Monsanto's charter or by laws, any court injunction or decree, or any valid and enforce able order of a governmental agency having Jurisdiction over Monsanto. (d) Except as disclosed in Exhibit 12.1(d) hereto, the Equipment, Rolling Stock, Inventories and Floating Stock being transferred pursuant hereto are free and clear (with respect to the owner ship rights and Interests being transferred) of any liens, pledges or encuabrances and the Customr Data, Supplier Data, Business Arrengenents, Books and Records, Peraits, Realty Rights, License Rights, Pipeline Interests and Third Party Licenses being transferred pursuant hereto ere free end deer (with respect to the ownership rights end interests being transferred) of any liens, pledges or security interests, except, in each case, for (i) Permitted Encuabrances end (ii) a security interest in certain personal property covered under the Series 1981 Gulf Coast Vesta Disposal Envlronaentel Improveaent Revenue Bonds (Monsanto Project), as aore fully described in Exhibit 12.1(d). As used herein, the tern "Per- 40- ro mltted Encumbrances" shall aun (1} materialman's, mechanics' , repairmen's, employees1, contractors', operators', tax and other similar liana or charges arising pursuant to operations or work in tha ordinary course of business incidental to construct!^, maintenance, or operation of tba Aggregate Assets (aa) if they have not hewn filed pursuant tc lav, (fcb) if filed, they have not yet beeoae due and payable or paynent is being withheld as provided by 1m, or (cc) if their validity is being contested in good faith by appropriate actions provided in each such case that Monsanto retains all responsibility for tbe p>vent of any thereof, (il) ninor defects and irregula rities affecting any Aaset such as sot to inpair materially and adversely the operation, value, marketability or use of a aterial Asset and (iil) rights reserved to or vested in any nunlcipallty or govemaental, statutory or public authority to control or regulate any Asset in any sennet under any applic able law, rule, and order of any governmental authority. (e) The reports listed in Exhibit 12.1(e) hereto furnished to luyer or Buyer's Representative prior to Closing represent informa tion concerning equipment condition and aaintenance prepared by Monsanto during the ordinery course of business at tha Plant and ara an accurate description of the findings of Monsanto with respect to the state and condition of such equipment as of tbe date of tbe *sports. -41- PO ft * (f) During the period fro the dote of ouch of sold reports listed in Exhibit 12.1(e) hereto end Closing, none of the Texes City Pleat Manager, Pleat Engineer or the Production General Superintendents have learned in actual fact of any Major Defect not disclosed in such reports or otherwise disclosed in writing to Buyer or Buyer's Representative. For purposes of the fore* going, a Major Defect eans: (i) a single defect learned of by any of said individuals as aforesaid b u not disclosed by cne of then and costing ore than $500,000 in repair costs to reaedy; or (ii) a grouping of single defects, each learned of by one of said individuals as aforesaid (but not disclosed by oae of the) and costing aore than $250,000 but less than $500,000 each in repair costs to reaedy and which in the aggregate costs aore than $1,500,000 to reaedy. (g) To the best of Monsanto's knowledge (a) Monsanto has disclosed or r-de available to the Buyer or Buyer's Representative all aterlal information (including discharge aonitoting reports, citstions, and Monsanto's RCRA Part 1 application) concerning Monsanto's envlroaaental permit coop1lance history since January 1, 1985 at the Texan City Plant; (b) except as dis closed la Exhibit 12.1(g) hereto, Monsanto has obtained all anviroaaantal permits that are required with respect to the Plant as of the date of this Agreement; (c) except as disclosed la Exhibit 12.1(g) hereto, Monsanto Is in general compliance -42 with ell ttru and conditions of such ti'Vironaental lows and permits (except where the failure to comply mil not materially sad adversely affoet the Assets takan as a whole or prevent or materially and adversely affect the operation of the Plant taken as a whole); and (d) except as disclosed in Exhibit 12.l(i) hereto, Monsanto has not received any formal written notice from a responsible governmental authority of any nateri- al violation of any environmental protection law or permit which will materially and adversely affect tT-> lt;egate Assets taken as a whole or prevent or materially and adversely affect the operation of the Plant taken as a whole. (h) Monsanto has fee simple title and marketable title to the Reel Fzoperty, subject only to (i) the exclusions and exceptions set forth in Exhibit 1.4(b) and (li) the Permitted Encumbrances. Title shell be deemed marketable in feet if Ticor Title Incur* ance Company of California shall, at Clotinf, issue to luyet an owner's policy of tltlo insurance (Fora T-l) at no more than its standard premium ret as, in the amount of at laast $10,000,000, subject only to the exclus ions and axcsptloas set forth in Exhibit 1.4(b) and the standard preprinted exceptions to title, amended to (i) limit tho exception for Ad Valorem texts to the 1986 calender year only end (ii) revise the survey exception to state "shortages in ares" only. (!) Except as disclosed in Exhibit 12.1(1) hereto, and axespt with raepect to environmental matters covered by Article 24 or 43- OO * t. * ( I i i Section 12.1(g), Monsanto bus full power, authority and legal right and has all governmental licenses, permits and qualifierlions necessary to own and/or operate the Aggregate Assets and to carry on the business with respect thereto as now being conducted by Monsanto where the failure to hold such licenses, pexaits and qualifications eight reasonably be expected to arterially and adversely affect the Aggregate Assets taken as a whole or prevent or Materially end adversely affect the opera tions of the Plant tefean as a whole. (J) Except as disclosed in Exhibit 22.l(j) hereto or contemplated by any Business Arrangement, there are so preferential purchase rights, prior consent rights not obtained, or rights of first refusal in third part-'v.s. with, respect to any material Aggregate Asset (or any group of Aggregate Assets which In the a; "-gate are material to the operations of the Plant t.'kt.n as choie) or to the Products. (t:) Vlucept as disclosed in Exhibit 12.1(h) hereto for which Monsanto shell rswain responsible, Monsanto has filed all federal, eerte and other tax reperrs or return*? required by lav to be filed by Monsanto in connection with the Aggregate Assets and has either discharged or caused to be discharged, as the same have become due, all taxes, included but not limited to "Superfund" taxes, attributable or relating to the Aggregate Assets, except for taxes being contested in good faith for which Monnanto shall reaein responsible. -A4- mwsed I G (1) Except *s disclosed in Exhibit 12.1(1) hereto, Monsanto is not in default under any Business Arrongeaent, Realty Right, Pipeline Interest, or nan-anvironaentaliy related Permit under which any person, firs, corporation or other entity Is ei titled to assert any rights against any of the Aggregate Assets where such default sight reasonably be expected to materially and adversely effect the Aggregate Assets token os a whole or prevent or saterially and adversely affect the operation of the Plant taken as a whole. (a) Except as disclosed in Exhibit 12.1(a) hereto, each Business Arrangement, Realty Right, Pipeline Interest and nonenvironmentally related Permit is valid and subsisting, exespt where such nonvalidity or nonsubsistence will not materially and adversely effect the Aggregate Assets taken as a whole or prevent or materially and adversely affect the operation of the Plant taken as a whole. No warranty of title is made in this Section 12.1(a). On) Except os disclosed in Exhibit 12.1(n) hereto, (i) Monsanto has not received payment under any agreement, or Instrument evi dencing a Business Arrangement for the sale, processing, exchange, storage or transportation of Products produced at the Plant which requires material delivery in the future to any ether party thereto of such Products previously paid for, (ii) Monsanto he:; not delivered, under any such agreement or instru- l po0!*:? meat, materially -re such Products then any ether party thereto is o ligated to acquire; (iii) there exists no aaterial requirement to "sake up" any deliveries of such Products to any third party and Civ) there has not been delivered under any such agreement or instrument materially less such Product than any other party thereto paid for or is obligated to purchase or acquire, provided that the foregoing shall only apply with respect to such agreement or instrument as to which Buyer assumes responsibility hereunder. (o) Except as disclosed in Exhibit 12.1Co) hereto, inventories of Products transferred hereunder to Buyer from Monsanto meet Monsanto's applicable shipping quality standards. (p) Except as disclosed in Exhibit 12.1Cp) hereto, no legal action, suit or proceeding, judicial or administrative, or governmental investigation is pending, or, to the knowledge of Monsantc, threatened which involves any material Isset or the purchase, sale, transportation or processing of Products therefrom, and which, if adversely determined to Monsanto would result in a valid claim on any aaterial Asset being transferred hereunder. Cq) Monsanto is not an "investment company" or a company "con trolled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and ie not, a "public utility" within the meaning of the Public Utility ' Molding Company Act of 1935. -46 P077B (r) Except at listed In Exhibit 12.1(r) hereto, the Uctnu Rights referred to in Article 2 ere ell the rights which Hansento possesses with respect to the technology* knowhow* end other proprietory information materially necessary for the current operation of the Plant. (s) Neither Monsanto nor any member of any controlled group of corporations (as defined in Section 414 of the Internal Revenue Code of 1954* as aaended ("Code")) of which Monsanto is a part ("Related Company")* maintains or contributes to any employee pension benefit or other plan (including a Hultiaaployer Plan) covered by Title IV of the Eaployee Retirement Incoae Security Act of 1974, as amended ("ERISA") * for the benefit of the Plant Employees other than those listed in Exhibit 12.1(s) hereto (referred to individually as an "Eaployee Plans"). There are no facts known by Monsanto which have or could result in a "prohibited transaction" as such tern is defined in Code Section 4975 and Title X of ERISA* in connection with any Eaployee Plan aaiatained by Monsanto or any Related Company which would result in an deposition of an excise tax on pro hibited transactions Imposed by Cods Section 4975. Monsanto has received no notice that it is not in eaterial compliance with the requirements of ERISA and the regulations promulgated thereunder and there are no facts known by Monsanto which eould result in an event described in 8eetion 4043 of ERISA. All of Monsanto's Eaployee Plans including* without limitation pen* -47- r*o?tp ion, thrift, profit boring, health, Occident and sickness, disability, dental, life inouronco, bonus, vacations, sick psy, holidoys, severance pay and other plans or programs, and all summary plan descriptions thereof affecting the employees st the Plant are listed in Exhibit 12.1(s). Copies of the Employ ee Plans have been delivered to Buyer. Except as listed in Exhibit 12.1(e), Monsanto does not have any commitment, whether e formal or informal and whether legally binding or not, to create any additional Employee Plan for the Plant Employees. Monsanto's Pension Plans and the Monsanto Savings and Investamt Plan satisfy the requirements of Section 401 of the Code, have received e favorable determination letter from the Inter* nel Revenue Service regarding such qualified status and have not, since the receipt of the most recent favorable determina tion letters, to the knowledge of Monsanto, been operated in a way which would materially and adversely affect such qualified statue. (t) The employees at the Plant are subject to no collective bar gaining agreements other then tlu.se referred to ^pacifically in Article S. Except as dlsclossd in Exhibit 12.1(t) hereto, Monsanto is not in default, in any material respect, with any provision of any such agreement and there are no written and filed grievances outstanding against Monsanto under any such agreement. Except as disclosed in Exhibit 12.1(t) hereto, there 46- are no unfair labor practice charges or conplaints pending against Monsanto involving parsons aaployed at tha Plant befora the National Labor Relations Board or questions concerning representation involving persons eaployed at tbs Plant pending before the National Labor Relations Board. Except as disclosed in Exhibit 22.1(t), during the 12-nonth period preceding the data hereof, there have not been any written and filed griev ances Involving eaployees at the Plant. The consent of the unions vhieh are parties to the collective bargaining agreeaents referred to in Article 6 is not required to coaplete the transactions contenplsted by this Agreaaent. (u) Except as disclosed In Exhibit 12.1(u)-l hereto, the Aggregate Assets are being operated by Monsanto In compliance (except for those natters es set forth in Article 24 and Section 12.1(g) and those under the Occupational Safety and Health Act or any ainilar law, rule or regulation) with all applicable lavs, rules and regulations, nonconpllance with which night reason ably be expected to materially and adversely affect the Aggre gate Assets taken as a vhola or prsvant or aaterlally and adversely affect the operation of the Plant takan as a whole. Except as disclosed in Exhibit 12.1(u)-2 hereto, the Plant is baing operated by Monsanto in general compliance with the Occupational Safet* and Haalth Act and all ainilar laws, rules and regulations, nonconpllance with which night reasonably be -49- 1 expected to materially and adversely affect the Aggregate Assets taken as a whole or prevent or materially and adversely affect the operation of the Plant taken as a whole. (v) Except as disclosed In Exhibit 12.1(v) hereto, the Business Arrangements and the Other Arrangenents are all the material sales, purchase, service, lease, utilities, water supply bonds, shipping, labor and other contracts, agreesents and arrange* meats which Monsanto is directly utilising with respect to the operation of the Plant. (w) Exhibit 12.1(w) heretu is a list of the bonds, deposits, financial assurance requirements and insurance coverage re* qulred to be submitted to regulatory authorities which Monsanto is directly utilizing with respeet to Monsanto's operation of the Plant except such bonds, deposits, financial assurance requiresencs and insurance coverage, the failure to provide which would not aaterlally and adversely affect the Aggregate Assets taken as a whole or prevent or aaterlally and adversely affect the operation of the Plant taken as a whole. (x) Except as disclosed in Exhibit 12.1(x) hereto, the Permits are all the aaterial franchises, licenses, permits or other similar rights (excepting environmental) granted by govemaental authorities to Monsanto which are directly required for the current operation of the Plant. (y) Except as disclosed in Exhibit 12.1(y) hereto, the Pipeline Interests are all the materiel pipeline interests outside the V -50- Plant Sit* which Monsanto is diraetly utilizing with respect to tha operation of the Plant. (z) Except as disclosed in Exhibit 12.1(z} hereto, Monsanto is not aware of any representation or warranty of Buyer hereunder which is not true and correct in all notarial respects. (as) Except as disclosed in Exhibit 12.1(aa) or Exhibit 12.1(y) and except the Plant Site, Real Property, the Buffer Property, the Pipeline Interests, the Business Brrangenents and tha Other Arrangancntn, th < Realty Rights are all of the notarial inter ests in roal property owned by and diraetly utilized by Monsanto with respect to the current operation of the Plant and located in Galveston County, Texas. (bb) To tha bait of Monsanto*s knowledge, (1) tha operating condi tions for tha dsap walls WDW-91 end VDW-196 listed in end subject to Exhibit 12.1(bb) hereto represent naxinuc conditions for each operating parameter for the Texas City Plant as racordad by Monsanto in tha ordinary course of business for tha opsratlng yaar 1985 (excluding the month of October end except as otherwise specifically Identified in Exhibit 12.1(bb) nereto) and (ii) subject to Exhibit 12.1(bb) such list is an accurate description of the recordings of Monsanto with respect to these operating conditions for the Plant for the applicable periods in such 1985. 12.2 Buyer* s Warranties. Buyer shall represent end warrant to Monsanto as follows as of Closing: V 51 ocr?r (a) Buyer is corporation duly orinind, validly existing and in good standing under the laws of the State Of Delaware and is duly qualified or licensed as a foreign corporation authorised to do business in Texas and all states in which any of the Aggregate Assets say he situated and where such qualification or license is required. (b) Buyer has full corporate power and authority to execute and deliver this Agreeaent and all documents sad instrusants referred to herein and contemplated hereby and to carry out the terns and obligations hereof and thereof. Buyer has taken all corporate action necessary to authorise the execution, delivery end performance of this Agreeaent and all docuaents and lsstnimeats contacplated hereby. Ibis Agreeaent constitutes, and the other documents end instruments referred to herein or contem plated hereby will be when executed and delivered by Buyer, valid and binding obligations of Buyer, enforceable in accord ance with their respective terms and conditions except as such enforcement say ha lisitad by bankruptcy, insolvency, reorgani sation, soratorius or other similar laws affecting enforcement of creditors rights generally and by general principles of equity (whether Replied in a proceeding at law or in equity). (c) The execution, delivery and performance of this Agreesant io not violate or constitute s default under any sortgage, indenture, promissory note or similar agreesant to which Buyer is s party, or by which it is bound. Buyer's charter or by- ncrrrv laws, say court injunction or decree* or any valid and enforce able order of a governmental agency having Jurisdiction over Buyer. (<i) Buyer acknowledges that (1) the tangible personal property included in the Assets is used property; (ii) Monsanto is selling* licensing* conveying* assigning or transferring and delivering the Aggregate Assets to Buyer, and Buyer is purchas ing and accepting such Aggregate Assets, pursuant to Buyer's investigation and exaainstlon and on the basis described in Article 5 and rpresentations and warrantiaa of Monsanto in Section 1Z.1 `train or in the documents or instruments to be delivered by Moosento at Closing; and (ill) except as sat forth in Section 12.1 or in documents or instruments to be delivered by Moosento at Closing* Buyer is not relying upon any represen tation, warranty or statement, oral or written, of Monsanto or any representative thereof* relative to the condition of the Aggregate Assets. Prior to the date of this Agreereut, Buyer end Buyer's Representatives have becm afforded full and complete access to exaaiue the Plant and the Aggregate Assets and to diecuss with Plant Employees and any other employees of Monsanto (as Buyer has requested) any information relating to tht Aggregate Assets or the operations of the Plant and bsvs made all investigations which Buyer deems appropriate; Buyer's officers and directors are knowledgeable and experienced is the chemical business end -53- oo?r,r. fMillar with the type of operations contemplated in the operation of the Plant; Boyer'* Boat recant financial atateaant reflects assets of at least $5,000,000 and Buyer presently has assets of at least $5,000,000 or nor*. (e) Except as disclosed in Exhibit 12.2(e) hereto, neither Buyer nor any of Buyer's Representative are aware of any represen tation or warranty of Monsanto hereunder which is not true and correct in all materiel respects. V -54 fHT'C ARTICLE 13 BOOKS AND RECORDS Sttbjiet to Article 2 sod Exhibit 2.1(a) hereto, *11 book*, records, saps and survey* And other docoaants s the *m xi*t And ere locAtAd At the Taxaa City Plant At Clewing And which axa required for tha currant operation of th# Plant shall ba turned ovur to Buyer. Such books, racords, saps and aorvays end docunant* to be ao tuxnad ovar to Buyar are rafarrad to in this Agreement as "Bocks and Kscordt". Hoesonto nay ratlin certain originals of tha Books and Records in which avast it shall provide Buyar with a copy thereof. Monsanto way also retain copies or aukt copies of an** of the Books and Kaeords. Monsanto shall keep any of tha certain originals of tha Books and Kaeords it oay retain (pursuant to tha first sentence of this paragraph) safely and in good order for (i) tha applicable periods of tine provided for in Monsanto's Record Retention Manual and for such further periods at uysx's expanse as Buyer awy reasonably request in writing or (iij as requirsd by law, if longer: end after any such period shall deliver euch originals to Buyer, at Buyer's request; Following Closing, Buyer aha1! give Monsanto reasoneble across, including tha right to wake copies thereof, during norwnl business hours to the Books and Records. Buyer shall kaap such Books and Records saitly snd in good order for (1) the applic .^le periods of tine provided for in Monsanto's Kcord Retention Manual (a copy of which has been delivered to -S5- P0?*7 ,, "a s/. O %y >** > __ % IMAGE EVALUATION TEST TARGET (MT-3) W/ <x' 4?^ . v4l "Thlt mleraflehA Including WSm Information and format It 1966 Bochtal Information Sarvteoa All righto raoarvad." P V i .J 1.8 <* 150mm 4fr Information Services 15740 Shady Grova Road Gaithersburg, Maryland 20877*1454 i Boyer) end for rack further periods at Monsanto's expense as Monsanto aay reasonably request in writing or (ii) as required by lew, if longer. While Monsanto will endeavor to ensure that no eaterials enbodying inforeatlon unrelated to the Aggregate Assets being transferred hereunder or enbodying inforaation not required for the current operation of the Plant (the "Noc-Plant Information") shall reeain at the Texas City Plant after the Closing, it is recognised that soee Mon-Plant Inforaation aay inadvertently reaain. If Buyer becoaes aware of the existence of NonPlant Inforaation which is located at the Texas City Plant, it will notify Monsanto of such fact as soon as practicable. Buyer shall iasediately return aay such Non-Plant Inforaation on request of Monsanto. Buyer ahall cause its employees who have had access thereto to maintain such Non-Plant Inforaation as strictly confidential and shall not use auch Non-Plant Inforaation for any purpose. 56- pcrr p f* ARTICLE 1A MARKETING ASSISTANCE Monsanto shell provide Buyer vith seasonable uerketing assistance during an initial period not exceedinf ninety (90) days following the Closing. Such assistance shall consist of, to the extent allowed by lew, the encouragaaent by Monsanto of Monsanto's present custoaers for Prod* nets (excluding TEA acetic acid, phthalic anhydride, exo-alcohol and phthalate esters) to purchase such Products froa Buyer, sending letters or other notices to such custoaers and furnishing Marketing personnel to call on key custoaers vith Buyer. Buyer shell reimburse Monsanto for all reasonable out-of-pocket costs and expenses incurred by Monsanto (exeluding salaries or vages of Monsanto's eaployees) in providing said assistance or any siailar assistance requested by Buyer prior to Closing. -57OfTTf? ARTICIE 15 WATER TREATMENT CONTRACT At Closing, Monsanto and tbs Boyar shall antar into a contract, in tha fora of Exhibit 15 harato, ralating to tha transportation of water froa tha North 60 and South 20 and additional ground vatar to traataaat faeilitias. -56 ( ARTICLE 16 SUPPLY CONTRACTS At Closing. Monsanto sod Buyer shall sntsr into (a) contracts in the foras attached as Exhibit 16*1 hereto for the supply by the Buyer to Monsanto of Products, and (b) a contract in the foras attached as Exhibit 16*2 for the supply by Monsanto to the Buyer of raw aaterisls, if any. IV 59- P0?4J. ARTICLE 17 SERVICE CONTRACTS Following Closing* Monsanto and luyar shall parfoxn tbs provisions of Exhibit 17(a) and Exhibit 17(b). 60" \V L' articix io INSURANCE As jf tbs Closing, Monsanto shell hsva tbs right, but net tbs obligation, to tsrainsts sll of Monsanto's iasurancs coverage spplicable to tbs Assets. For tbs period of tan (10) years frta tbs Closing Date, or such longer tins as long as any entity providing tbs initial financing for tbs purchase of tbs Aggregate Assets as contemplated hereby shall require insurance, layer's liability insurance covaraaa. if anv. except- lag the Vorkers' Compensation policy,r ) ^__ ____________ Any aucb liability insurance contract so obtained shall provide that such contract shall be prieary with respect to any other coverage carried by Monsanto. For the period of tea (10) years after the Closing Date (and (or an additional tea (10) years following the first tea years ("Second Ten- Year Period") unless Buyer elects to grant a waiver and release to cMonsanto as provided below) L) ~^sacb insurance policy, if any, of Buyer shall be endorsed with a waiver of underwriter's subrogation rights against Monsanto and shall provide for at least thirty days (SO) advance notice of cancellation or significant reduction in coverage of Monsanto or Buyer. During the Second Ten-Yeer Period Buyer shall, if Buyer desires to exclude the waiver of underwriter's subrogation rights' egeinit Deleted pursuant to SBC Order dated July 31# 1986 granting registrant's application for confidential treatment -61- \\ L /"v, 4 v Monsanto endorsement froo any such insoranca policy, prior to aach applicable yaar. (i) waive, (ii) ralaasa and Ciii) isdeamify and hold haralass Monsanto free any subrogation rights or claim including all related lagal fass. costs and expanses which either Buyer or any in surance underwriter of Buyer my have against Monsanto under such policy, and upon such waiver, release and indeunity by Buyer, Buyer shall sot be required to obtain the underwriter's subrogation rights waiver with respect to such policy or the thirty (30) days* advance notice to Monsanto of cancellation or significant reduction in coverage with respect thereto for the applicable year. luyei shall provide Monsanto at Closing and at least thirty (30) days prior to expiration of any insurance coverage, a certificate of insurance evidencing renewal coverage for the forward 12 aontb period, if such coverage is in fact renewed. V 62- 00?** 1 ARTICLE 19 INTEREST This Agrseasat calls for various cash payaants to be aede at the Closing or vitbin specified tiaas after the Closing Data. Late payments, by aither party, will cause the required payment aaount to be increased by interest from the due date to ths actual payeent date on any delin quent aaount. The interest mill be calculated on a 160-day basis using Citibank H.A.*s prims rate, in effect during the delinquent period, plus tvopercentage points. V -63- i 1 AKTICLE 20 1UYER*S REPRESENTATIVES **P*attiw shill hibbmw oor* of th* individuals or Individuals of soy of tha otitis* sat forth in Exhibit 20 harato. ! i i 44* \V ARTICLE 21 FURTHER ASSURANCES Tfc* Parties recognise that Monsanto or Buyer, as tha eaaa oay be, ay inadvertently colt or inaccurately list an itao which should have baao disclosed to the other party in a representation or warranty. To the extant that such an Mission or inaccuracy is discovered after Closing, subject to taction 22.3, the parties shall cooperate in an correct the colasion or inaccuracy and place tha partita in a position as if the eolation or inaccuracy had not occurred. ARTICLE 22 Al.TIlRUST NOTIFICATION Honsaato and uyar bava, prior to Closing, oithor (a) filad with tha Padaral Trada Ceaoissloo and tba Dapartaant of Jvstica tha justification and raport fora raquirad for tha transactions contaoplatad haraby aad as; aupplaoantal inforaation which way ba reasonably roquaatad in connection tharawitb pursuant to tba Hart'Scctt-podiao Antitrust Jwprovaoants Act of 1976 and tha Rulea aad Bagulatloas prooulgatad thavaundar (tha "HSR Act' ), which notification and raport for* and aupplanaatal inforaation baa ccopliod in all notarial raapacta with tha raqriraaanta of tua HSR Act and havs cooperated with aach othar in obtaining any approval tharaof or (b) detersintd that tba filing of ouch a notiflestloo and raport font is not raquirad undvr tha HSR Act. "66" ARTICLE 23 SCOPE. DISCLAIMER. SURVIVAL OF REPRESENTATIONS. WARRANTIES, AGREEMENTS AND OBLIGATIONS; INDEMNIFICATION 23.1 Scope of Representations. la connection with the transactions conteaplated hereby or in the docuaents or instruments to be delivered by Monsanto at Closing, MONSANTO MAXES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. OP MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. BUYER EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER 17. SUBCHAPIER . SECTION 17.41 THROUGH 17.63. INCLUSIVE, TEXAS BUSINESS AND COMMERCE CODE, TP THE EXTENT PERMITTED UNDER SECTION 17.42 THEREOF. Without limiting the generality of the foregoing, except as and to the extent specifically set forth in this Agreement or in the documents or lnstrua * to be delivered by Monsanto at Closing, Monsanto ekes no represent*!.. ..w or warranties whatsoever, express, implied or statutory, in connection with the condition of the Aggregate Assets or the transactions contemplated by this Agreement. 23.2 Disclaimer. Except as end to the extent set forth in this Agreeaent or in Section 12.1(e) or in the docuaents or instruments to be delivered by Monsanto at Closing, Monsanto hereby disdains ell liability end responsibility for any etateaent or inforestion made or cooaunicated (orally or in writing) to Buyer or to any of Buyer'a Representatives (including, but not limited to, any opinion, information or advice by any 67- fwr***Si officer, director, employee, agent, consultant or zoprosantativ* of Monsanto). 23.3 Survival. Tha Monsanto raprasantations and warranties set forth In Section 12.1 (except those relating to title to the Aggregate Assets which shall survive Closing for the maximum period permitted by statutes of limitations, if any) shall only survive until Juid at the and of osch respective survival period Buyer shall, without further action, be deeaed to have fully released Monsanto fro* any and all responsibility with respect to a breech thereof (including that of indemnification as provided in Section 23.A) unless during the applicable survival period Buyer shall have given Monsanto notice of the nature end reasonable particulars under the then existing circumstances in reasonable detail of any dalaed breach by Monsanto and tha basis therefor and Buyer's intent to oniorce such indemnification provisions sat forth below. Subject to the tens and conditions of this Agreement and tha instruments and other doctinente to be delivered at Closing, the agree* vents and obligations of the parties herein shell survive the Closing. 23.A Indeunlfication by Monsanto. Subject to thie Article 23 Monsanto, from and after tha Closing, shall indemnify and hold Buyer, its officers, directors and aaployees harmless frov and against any and ell damages (Including all related legal fees, costs and expenses) suffered or ^incurred by Buyer with respect t< ( \ Delated pursuant to SBC order *68- P'TSG r ___ f(11) all watters disclosed on Exhibits 12.1(d). 12.1(h) snd 12.1(p), (ill) the Permitted Encumbrances described in dense (1) of the definition of Permitted Encuabrancss M of Closing appearing in Sec tion 12.1(d) and (iv) the taxes for which Monsanto shall reaain rsspons* ible under Section 12.1(h), but subject in each case to the limitations of Article 24 as to the natters covered therein; (b) any inaccuracy in, breach of, or nonfulfillment of, any representation, warranty, agreement or obligation of Monsanto under this Agreeaant which survives the Closing; (c) the liabilities retained by Monsanto not assuaed by Buyer, as provided in Section 7.5; (d) dales arising out of noneoopliance by Monsanto with the Bulh Sales Laws of any state in which operations of the Plant are conducted with respect to the transfer of the Aggregate Assets hereunder; and (e) ncm-envlroneentally related fines or penalties assessed by governmental agencies or authorities against Buyer arising solely out of pre-Closlag events (including but not United to the natter disclosed on Exhibit 12.1(u)-2) for pre-Closlng periods of time in connection with the operation of the Plant or the Aggregate Assets by Monsanto prior to Closing. Deleted pursuant to SBC Order dated July 3i, 1986 granting registrant's application for confidential treatment *69- 1 23.5 Indemnification by turn. Subject to this Article 23, Buyer* from and after the Closing, shell indemnify and hold Monsanto* its officers, directors and any employees hornless from and against any and all (Usages (including all related legal fees, costs and expenses) r suffered or incurred by Monsanto with respect to/ r 6 /(11) the liabilities for which Monsanto is not responsible as pro vided in Section 7.5; (b) any inaccuracy in, or breach of* or nonful fillment of, any representation, warranty, agreement or obligation of Buyer under this Agreement which survives the Closing, (c) all tax liabilities assumed by Buyer; end (d) non-environmentally related fines or penalties assessed by governmental agencies or authorities against Monsanto arising solely out of post-Closing events for post-Closing periods of tiwe in connection with the operation of the Plant or the Aggregate Assets by Buyer rfter Closing. 23.6 Limitation of Liability. Notwithstanding any other provision of this Agreement, (1) the liability of Monsanto and Buyer under this Agreement and in the documents or instruments to be delivered at Closing, shall be limited to actual damages (excluding special damages) and shall Deleted pursuant to SBC Order dated July 31, 1986 granting registrant's application for confidential treatment -70- not include ipwiilt incidental, consequential, Indirect eg punitive r d* ,mw,tiu1 "4l *e --------- L. (li) Monsanto shall have no liability whatsoever: (e) to provide or pap for any nodiflcationa of or additions to any of the breech of warranty of Monsanto contained herein or in the instruments end docuaents delivered by Monsanto at Closing ); and (b) for penalties or fines assessed by Govemnental Agendas against buyer for periods on and after Closing (except as provided in faction 24.2(d)). In calculating any amount of actual dosages to be paid by Monsanto or Buyer as set forth in this Agreesent the anount of such daaages shall be reduced by all tax benefits and other raiabu "^ents credited to or received by the other party, relating to such daaages. 23.7 Procedure. In the event that, froa and after Closing, a third party asserts any rials against Monsanto or Buyer, with respect to any aatter to which the indeanltlea contained in this Agreeoent relate, the party against whan the daia is asserted (the MXndeanifled Party") shall Deleted pursuant to SBC Order dated July 31, 1986 granting registrant's application for confidential treatment 71 |1t proapt notice to tha other party (the "indaanlfying Party"), and tht Indaanlfying Party ahall bava tha right, at it* election, to take ovaz tht defense or settlement of auch dais at it* own expense by giving proapt notiea to tha Indaaaifiad Party; provided, however, that (a) the Indaanifiad Party shall at all tiaas have the right, at it* option and expensa, to participate fully therein, and (b) if the Indemnifying Party does not give such notice and doe* not proceed diligently to defend the clain within thirty (30) day* after receipt of such notice of the dais, the Indaaaifiad Party ahall have the right, but not the obligation, to undertake the defense of any such daia for the account of and at the risk of Indemnifying Party and the Indaanifying Party shall be bound by any defense or settleaent that the Indaanifiad Party aay sake as to such claia. The parties shall cooperate in defending any such third party's daia, and the defending party shall have reasonable access to the books and records, and personnsl in the possession or control of the other party which ars pertinent to the defense. The parties agrse that any Indemnified Party aay join any Indemnifying Party in any action, daia or proceeding brought by a third party, as to which any right of indaonity created by this Agresaent would or aight apply, for tbs purpose of enforcing any right of the indemnity granted to such Indaanifiad Party pursuant to this Agraaaant. Yv -72 ARTICLE 24 ENVIRONMENTAL 24.1 Definitions. For purposes of this Article 24. the following tens shall have the following Meanings: "Environaental Permit" nans any penit, license or Approval with respect to any of the Aggregate Assets or the operation of any thereof under any applicable lav or regulation of any Goversaental Agency. . "Govern*ental Agency" Means any environaental agency of the United States or any state. Municipality or other subdivision thereof having jurisdiction over the party. "Kequireaents of Environaental Lav" Means all requiresants of environaental lavs or regulations applicable to any of the Aggregate Assets or the operation of any thereof, including all requireaents iaposed by any law or regulation of any Govcrnaental Agency which relate to (i) ealssions into the air, surface water, groundwater or land or (ii) solid, gaseous or liquid waste generation, treataent, storage, disposal or transportation. "Clean-up" weans Gevemnantai Agency Mandated reaedial work to clean up, contain or reaove hazardous substances. 24.2 Monsanto lndeanifleetion. Monsanto shall be liable and shall lndeanify, save and hold beralese Buyer, its officers, directors and eaployees froa and against (a) penalties and fines assessed against Buyer by Goveraaental Agencies for pre-Closing violations of Kequireaents of Environaental Law or of the Toxic Substances Control Act ("TOSCA") i / to 73- relating to any of ths Aggregate Assets or the operation of any thereof; (b) Clean-up of hazardous substances deposited on or eaittad froo any of the Aggregate Assets prior to Closing; (c) legal liability to third parties (including employees and Covaramantal Agencies) as a result of such pre-Closing deposits or emissions or for exposure to hazardous substances (excluding liability covered under worker's compensation); (d) Clean-up resulting solely from an iaproper Clean-up by Monsanto pursuant to clause (b) above and fines and penalties and liabilities to third parties arising solely froo such Clean-up in this clause (d) after Closing; and (e) all related legal fees, costs and expenses incurred by Buyer in connection with any of the foregoing. Cleanup for purposes----o--f-this Section 24.2 shell include Severnoent Aaency mandated} Plant related solely to pre-Closlng except es provided in Section 24.2(d) deposits or emissions on the Plant Sita. Should the daap valla (as sore specifleal ly described in Exhibit 24.2-1 hereto ("Deep Veils") be used after Closing in e Banner (1) not authorised by then applicable Environmental Permits or (ii) outside the operating conditions described on Exhibit 24.2*2, then Monsanto shall be released froo any liability and isdeanlflcetlon under this Agreeaant for the Deep Veils. Vltbin tea (10) years following Closing, if the luyer decides not to use the Deep Veils, Monsanto shell provide the luyer eceese to the then existing documentation of Monssnto-ovaed technical information pertinent to surface treatment and disposal of vastas Deleted pursuant to SBC Order J-74- dated July 31, 1986 granting registrant's application for confidential treatment associated with the Product* containing th tors* provided for is Exhibit 24.2-3. 24.3 Buyer Indemnification. Buyer shell be liable for end shell indemnify, save cod hold harmless Monsanto, its officers, directors and employees from and against: (*) penaltit ad fines assessed against Monsanto fey Governmental Agencies for post-Closing violations of Require ments of Environmental hew or TOSCA relating to any of the Aggregate Assets or the operation of any thereof, except for penalties and fines for which Monsanto is responsible under Section 24.2(d); (b) Cleanup of hazardous substances deposited on or emitted from any of the Aggregate Aseete after Closing except as otherwise provided in Section 24.2(d); (c) legal liability to third parties (including employees and Government al Agencies) as a result of such post-Closing deposit* or emissions or for exposure to hazardous substances, except as provided in Section 24.2(d); end (d) all related legal fees, coats end expenses incurred by Monsanto in connection with any of the foregoing. Buyer shell be re sponsible for obtaining and maintaining Environmental Permits on or sfter Closing.] 24.4 Liability Allocation. Liabilities of the types provided for in subsections (b) and (c) of Sections 24.2 and 24.3 above involving the acta and omissions of both Monsanto which occur prior to Closing and of Buyer which occur on or after Closing, shall be allocated (except for related legal fees, costa end expenses) between Monsanto and Buyer in accordance with each party's responsibilities for the situation or problem giving rise to such liabilities. Nowaver, should Buyer's acts or emissions cause the release of securely-contained deposits made pre- Closing by Monsanto, than any liability rssulting therefroa with raspsct to aithar tha ralaasa or tVa source deposit shall ba borne by Boyar and, with raspect to eitbar such ralaasa or to tha source deposited materials, tha Buyer shall indemnify, save and hold hamless Monsanto, its officers, directors and employees froa and against daasgas (including all related legal fees, costs and expanses) resulting froa aithar such ralaasa or froa tha tource deposited aatariala. Removal of ssaplas froa properly installed and operated aonltorlng walla or test borings shall not be considered a release for purposes of tbs prtcedlng sentence. 24.5 Closure Actions. Vltb respect to those sites or facilities (excluding the Deep Vella the North 80 end the South 20) Identified for closure In Monsanto's RCJU Pert 1 Pemit application. Table VIII, (Ex hibit 24.5*1 hereto) ,J __________ _____________________________________________ such actions in a aanner consistent with Monsanto's previously subaitted" RCRA Pert B application and consistent vltb requlrenents deposed by the Requireaents of Environaentel Lew. In addition, until Buyer has satis* fied the financial assurances requireaents as listed on Exhibit 24.5*2 hereto Monsanto shall continue to provide the financial assurances listed on Exhibit 24.5*2 hereto; provided that Monsanto providing such financial Deleted pursuant to SBC Order dated July 31, 1986 granting -76- registrant's application for confidential treatment acauraneeu shall in no v*y cheng* t.\w obligations of Monsanto ard Sterling under ttia Agreament end rvovidod further that if Monsanto receives a decumd for fifty ?*ymtsn- so a result t.f providing such as surance*, Monsanto Khali give written notice to Sterling of such demand at least 30 de.fi: prior to caking any auch payment, and if Sterling does n't satisfy such financin'* assurance within 30 days after tha receipt of such notice ana Moncer:to ir. required to neke the peyaent so decsndsd. Sterling shell immediately reimburse Monsanto therefor without prejudice to Sterling's rights. If any, to take claim sgeinct Monsanto pursuant to the terns and conditions of this Agreoaent. 24.6 Written Wotice. Upon receiving notice or obtaining Information that s proceeding relating to a potential liability as provided for in f * Seetlo&s 24.2, 24.3, or 24.4 ebovs has been or nay be commenced or Initiated against or by one of the parties which cay give rise to e liability on the part of tha other party pursuant to said Sections, the party receiving such notice or obtaining such information shell promptly provide written notice thereof to the other perty. 24.7 Heating of the Parties. After notification has been provided under Section 24.6 above, the parties shall neat in duo course to decide whether to arrange for the selection of inside or outside lead counsel for any such legal proceeding which could give rise to liability for both parties, however, neither perty shall have any obligation to accept lead counsel or to arrange for joint action or defsnae. 24.8 Participation__Permitted. Either party which could incur liability pursuant to Section 24.2, 24.3, or ?4.4 shell have the full / right, At it* own expanse, to participant), through counsel or otherwise, ltt til Meetings and proceedings with adverse partite or goveraMenta! authorities pertaining to the wetter involved. This right of psrticipation shall not apply to confidential wettings in cases where the partita are litigating claims against aach other In a Judicial or admini strative proceeding. 24.9 Advance Notice of Actions. Neither patty shell take any action or sake any coenuaicetion which could reasonably be expected to have a asterially adverse effect on the resolution or outcooa of any setter for which the other party say be liable under Sections 24.2, 24.3, or 24.4 without prr/vldlng at least five (5) business days advance notice to the other party. Any Material breach of this obligation shall relieve the party to whoa such notice was not provided of liabilities and indemnifi cation under this Article 24 with respect to such natter to the extent that much non-netlfied party has bean prejudiced by the lack of tlasely and adequate notice. This notification requiresent shall not apply to coaaimicatlons which are part of or which relate to a Judicial or admini strative proceeding in which the parties are litigating dales against each other. 24.10 License to Prenlsaa. Buyer hereby grants Monsanto a license for access to all of tha Plant Site and tba Aggregate Assets, which license shell ensure necessary and reasonable access to and allow activi ties, upon the Plant Sits and other locations where such Assets are locatad, by Monsanto or Its agents or rspresentstives during regular buslnsss hours for purposes of evaluation, testing, reatdisl work and any -7B- PfT'fJO other appropriate activities in connection with the natters eoateaplated by this Article 24. While at the Plant Site, Monsanto, its agents or representatives shall follow all reasonable safety rules and regulations of the Plant previously supplied to Monsanto by Buyer. 24.11 Confidentiality of Infomatlon Concerning Environmental Liabilities. Each party shall hold and shall cause its agents and representative to t *Id in strict confidence, unless cocppelled to disclose such docunents or information by Judicial or administrative process or, in the opinion >f its counsel, by other requirements of law, all docu ments ana information concerning the other party furnished to it pursuant to the provisions of this Article 24. In any such instance where disclosure appears to be coepelled by law, t first party will notify the other party so that such party may avail itself of such measures as may be available for protecting the confidentiality of such information. However, neither party will be prohibited from using such documents and information in litigation against the other party. 24.12 Cooperation. With respect to any potential liability to third parties or Governmental Agencies arising under this Article 24 which a party hereto acknowledges, in writing, its sole responsibility ("Respons ible Party") undar this Article 24, the other party will assist the Responsible Party in any reasonable moaner to satisfy such liability so long as the Responsible Party honors its indemnification obligations hereunder. 24.13 Conditions. Monsanto's liability and indemnification under subsections 24.2(b) and 24.2(d) and obligation under Section 24.5 above -7J- are conditioned on: (1) it* being kept fully infomed, on e timely basis, of all substantive contacts between Governmental Agendas and the Buyer on matters covered by subsections 24.2(b) and 24.2(d) and Section 24.5 above; (ii) its being given by Buyer the option to participate in and/or menage all discussions end proceedings concerning the need for, timing, method, extent and coat of the Cleanup, and the option to manage the Cleen-up, itself; (iii) Its being given by Buyer the authority to determine the method of Cleanup; and (iv) application of best efforts by the.Buyer during discussions, proceedings and Claanup to kaep the number and cost of Cleanups sc low as reasonably possible. Itaas (ii) and (iii) of this Section 24.13 and Saction 24.10 shall not b# Interpreted to provide authority to Monsanto to require Buyer to, es a condition to Monsanto's liability under subsections 24.2(b) or 24.2(d) or obligations under Section 24.5 or in order to comply with Section 24.10, partially or totally shut-down e producing unit (existing at Closing) at the Plant. 24.14 Monsanto Cooperation. If Buyer so requssts, for a period of two years after Closing, Monsanto shell reasonably cooperate with Buyer (to the extent Monsanto has the expertise end on an es-evailable basis) with respect to Buyer's ongoing environmental permitting requirements. Buyer shell reimburse Monsanto for all costs and axpansas incurred by Monsanto (fully allocated departmental costs plus 252) in providing such cooperation. -80- ARTICUS 25 ACY Buyer acknowledges that (1) the AC? unit at the Pleat vu shut down by Monsanto in Decaaber, 1965; (li) operating end Mintenance manual* of this unit My not be up-to-date; (til) continuing operating Mintenance has not been conducted on the equipeent of this unit since December, 1965; and (iv) certain key Mintanance and operating personnel have recited or have been reassigned to other operating units of the Plant. -81- ARTICLE 26 CLOSING The Closing of the transactions contemplated hereby (tht "Closing") shall taka place at 9:00 a.a. on the date hereof (the "Closing Date"). The Closing shall be effective as of 12:01 a.a. In the respective tine soots in which the Assets and Inventories are located on such Date at the offices of Bracewell A Patterson at Houston* Texas or at such other place as asy be mutually agreeable. The Closing Date shall be August 1, 1986. At the Closing the parties shall duly execute and deliver all instxuaents and docuaents required to be delivered and Buyer shall Bake all payments to Monsanto required to be paid at tbs Closing as provided in this Agreeaent. -82- ARTICLE 27 MISCELLANEOUS 27.1 Nolle*. Any notie* required or penitted to b* given under this Agreement shsll be in writing, and shall be d**a*d sufficiently given when d*liv*r*d in person or transmitted by telegram, or when deposited in th* United States wail (registered or certified) postage prepaid, to th* addresses given below or sent by telex to the telex numbers set forth below provided that the telex shsll reflect th* answer back of th* receiving party. MONSANTO: Monsanto Cowpany S00 North Lindbergh Boulevard St. Louis, Missouri 63167 Attention: Mr. Earl N. Brasfield, Vic* President Telex No. 447282 Answerback: MONSANTO STL vi*h copy to Mr. Richard 4. Stohr Assistant General Counsel Monsanto Chemical Coapany BOO North Lindbergh Boulevard St. Louis, MO 63167 BUYER: Sterling Cheaicals, Inc. Eight Greenwey Plata, Suit* 702 Houston, Texas 77406 Attention: President Telex No.: 76-2141 Answerback: BRACEPAT-HOUSTON or such other individual, address or answerback as shall be notified to th* other party. -B3- / YV r>o~**T 27.2 Bulk S>1m Law*. Ik* parties hereby waive cocplianca with the Bulk Sales taws of any state in which operations relating to the Plant are conducted. 27.3 Confidentiality. The obligations of Buyer to Monsanto under paragraphs 1, 2, 5 and 7 of the letter agraeaent between Monsanto and Buyer dated May 22. 1986 shall expire at Closing. In addition, Monsanto shall, subject to Exhibit 2.1 hereto, release those persons who bacons Buyer's eoployees at Closing frow any obligations of confidence they nay have as to Monsanto inforaation to the extent necessary to enable then to perforw their job responsibilities for Buyer in the currant operation of the Plant except such eoployees shall not be released fxon secrecy obligations which Monsanto has to third parties. 27.4 Further Pocunenta. Monsanto shall, at any tine and froo tine to tine after the Closing, upon request by Buyer and without further consideration, execute and daliver such Inatruaents of transfer or other docunents and taka such further action as say be reasonably required in order to convey, transfer, assign and deliver to luyer the Aggregate Assets in accordance with this Agreeasnt or to perfect any other under* taking aade by Monsanto hereunder. Boyar shall, at any tine and fron tine to tin* after the Closing, upon request by Monsanto and without further consideration, execute end deliver such assumption instruments or other docunents as nay be reason* ably required in order for Buyer to assua* the Aggregate Assets in accordance with this Agreeasnt or to perfect any other undertaking nade by Buyer hereunder. -84- 27.5 Financial Infer--tion nd Other Assistance. (a) Financial Services. It is recognized that sithar party nay need financial or othar data or inforaatioa aftar tha Closing Data with raspaet to tha oparation of the Plant and production of tha Products covering fiscal periods prior to tha Closing Data in order to coaply with the rules and regulations of the Securities and Exchange Coaaission, tha courts or other govern.' antal organisations and agendas. Each party shall rendar xaasonabla cooperation to the other and such party's auditors for such purposes. In addition, the party requesting assist ance froa tha other party shall bear all reasonable costs and expenses incurred by such assisting party (fully allocated / departmental costa plus 25*) and such assistance shall ba subject to compliance by the requesting party with the assist ing party's regulations ragarding security end confidential information. (b) Accounting Services, at Closing, Buyer and Monsanto shall perfon tha provisions atttchsd hereto as Exhibit 27.5 pursuant to which, on tha tana and conditions stated thereunder. Buyer shall assist Monsanto in tha coapletion of the accounting of tha south's businass preceding the Closing Data. CO Other Assistance. Buyer shall also asks available to Monsanto and its representatives froa tiae to tiae, as say be reasonably required, access to tha Aggregate Assets, in connection with -85 f 0(1^7 claims or actions brought by os against third parties based upon avants or dreuastancas occurring prior to tba Closing, provided that the operations and business of the Aggregate Assets are not arterially and adversely affected hereby. In addition to the rights of access provided hereinabove. Buyer shall, at the request of Monsanto, provide reasonable assis tance in the collection of information or documents and sake Buyer's employees available as witnesses when reasonably requested by Monsanto. Monsanto shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer (fully allo cated departmental costs plus 25X) in providing said assist ance. Monsanto shall, at the request of Buyer, in connection with claims brought by or against third parties based upon events or circumstances occurring prior to Closing, provide reasonable assistance in the collection of information or documents end make Monsanto's employees available as witnesses when reasonably requested by Buyer. Buyer shall reimburse Monsanto for all reasonable costs Sad expenses Incurred by Monsanto (fully allocated departaentsl costs plus 251) in providing said assistance. 2?.A Assignability. Except as permitted in this Section 27.6, neither party shall assign this Agreement, by operation of law or other wise, in whole or in part, without the prior written consent of the other party, provided, however, that Buyer say assign its rights under this Agreement and the documents and instruments delivered by Monsanto at V -86* Closing as collstsrsl to Chase Manhattan link, N.A., Agent, for tbs benefit of financial institutions providing seme or ell of the financing for th* purchase of the Aggregate Assets; and provided further that upon foreclosure or sale in lieu of foreclosure of such rights or the Aggre gate Assets or a substantial portion thereof by any such financial institutions, said rights will not inure to the benefit of any purchaser of such Aggregate Assets unless Monsanto consents thereto, whim consent shell not be unreasonably withheld. Except as specifically provided above, Monsanto's obligations and agreements under Section 23.4 and Article 24 and -Monsanto's repre*ntations and varrantlss under Sub sections 12.1(e), 12.1(f) and 12.1(g) (collectively the "Monsanto Coomitmeots") shall not extend to or be assignable by Buyer, by operation of law or otherwise, to any third party end Monsanto shall have no obliga tion to consent thereto. For purpose of the preceding sentence, an assignmont of the Monsanto Commitments shall include a "change of con trol" of Buyer, which shall be defined as the first to occur of any of the following events: (s) immediately whan any two of the group of three people comprised of Messrs. Gordon Cain, Virgil Vaggoner and Gene Tromblee, or any Replacement (as defined below) of any thereof due to e death or "Disability" as defined below, cease to have "Active Management Responsibilities", as dafinad below, except where such cessation le due to death or inability to perform such Active Management Responsibilities because of total and parmanent medical (physical or manta?) disability ("Disability") y/ -fe7- during tli* tea yaers following Closing; provided that any previous dttth oz Disability is no longer an applicable excep tion after ten years following Closing. "Active Managenent Responsibilities" shell seas active flrinageaeat responsibilities with respect to the entity which has direct responsibility for Fleet operations and owns the Fleet (the ''Entity*') in two of the three positions of Chalnua of the Board, President and Vice President responsible for oaanfactnring (on* of whoa is Chief Executive Officer); or (b) iaawdietely when the voting stock in the Entity individually owned by any one of Messrs. Gordon Cain, Virgil Vaggontr or Gene Trobls or any Keplaeeaent (as defined below) then having Active Mancgeoent Responsibilities is less than (except due to death or Disability within the ten years following Closing provided that any previous death or Disability is no longer an applicable exception after ten years following Closing) the "Malawi Ownership Interest". "Mininua Ownership Interest" eaas 2.51 (1.5k in the case of Gene Trcoblee only but 3.5% in the case of a leplacaoeat of Gene Trouble*) of the issued and outstanding voting stock of the Entity fincluding for purposes of deteroiniag the percentage individually owned by any itch person, voting stock owned individually, or owned by the spouse of such person or owned by any of such person's lineal descendants or by a trust exclusively {except for charitable reaainders] for any of the foregoing). For purposes -*- 1i of paragraph (a) and this peragxaph (b), ths luyer shall have tha right to appoint, vithin sixty (60) days aftar tbs daatb or Disability referred to tharain or htrei* occurring during tha ton yaar pariod aftar Closing, ana or aors suecassiva replaceasnts with raspact to tha daeaasad individual ox individual uadax Disability for tha balancs t.i tba tan yaar pariod (tha "Heplscasant") aubjact in aach easa to Monsanto's consant *hich shall not ba unreasonably withheld; or (c) iabcdittaly whan buyer sells or transfers tha Plant or any unit thereof to any third party or any third party (diractly or indirectly through acquisition of stock or assata or othsrwisa) asaunas operating responsibility for tha Plant or any unit tharaof, but in aach cast no earlier than thrsa years following Closing and if only a unit is involvad, instead of ths Plant, than only with raspact to that particular unit (for purposas of this paragraph (c), "unit" shall naan any raal aatata intarast or any production, asrvics or utility depsrtment of tha Plant); or (d) tan ysars aftar tha Closing in tha svant that any two of Messrs. Gordon Cain, Virgil Waggoner or Cans Troablee hava dlad or hava iacurrsd Disability; or (a) tan yaara aftar tba Closing, or at any tins tbsraaftar, if any *wo of Masers. Cain, Waggonar and Troubles (1) personally no longar hava Active Management Kesponslbilitles or (11) such two each no longer have the Minimus Ownership Intarast. 89vv Notwithstanding anything to tha contrary in this Agreeeent, the Monsanto Coaeitaants shall expire and shall no longer ba applicable apoo a "change of control" as provided above and as of tha data of such "change of control" Buyer shall, without further action, be deaoed to have fully released Monsanto froa any and all further responsibility with respect thereto} provided that a "change of control" shall not affect the rights of The Chase Manhattan Bank* N.g.* to enforce as collateral assignee for the benefit of financial institutions referred to above the Monsanto Coanitaents to the sane extent The Chase Manhattan Back* N.g. would be entitled to absent such "change of control". Any assignment Bade or etteepted in violation of this Section 27.6 eball be void end of no effec*. This Agreeeent shell be binding on Monsanto end Buyer end their successors end their permitted assigns as aforesaid. 27.7 Exhibit!. The exhibits (end any appendices thereto), referred to in this Agreement end attached hereto* ere end shell be Incorporated herein end aade a pert hereof. 27.8 Sections end Articles. All Sections and Articles referred to herein are sections and articlaa of this Agraseant and all Exhibits referred to herein are exhibits attached to this Agreeeent. 27.9 Entire Agreement. Except with respect to a latter agreaaent dated Hay 22, 1966 between Monsanto and Buyer, this Agraaasnt and the docuaents and lastruaents executed end delivered by the parties to each other at Closing constitute the full understanding of the parties, e couplets allocation of risks between then end a coapleta and exclusive -90- V ctetaaent of the ten* nd conditions of their agreement relating to the subject nat,ter hereof and supersedes any and all prior agreements, whether written or oral, that say exist between the parties with raspect thereto. Except as otherwise specifically provided in this Agrcecent, no conditions, usage of trade* course of dealing or perforaance* understand ing or agreeaant purporting to Bodily* very, explain or supplement the tens or conditions of this Agreement shall be binding unless hereafter or contemporaneously herewith made in writing and signed by tbe party to be bound, and no modification shall b* effected by the acknowledgement or acceptance of doeuaents containing tens or conditions at variance with or in addition to those set forth iu this Agreement. No waiver by either party with respect to any breach c-r default or of nay ripht or reaedy and no course of dealing* shall be deemed to constitute a rr-ntinuing waiver of toy other breach of default or of any other right or remedy* unless such waiver be expressed in writing signed by the party to be bound. Failure of e party to exercise any right shall not be deemed a valvar of ruch right cr rights in the future. 27.13 Headings. Headings as to the contents of particular articles * and sections era for convenience only and ate in no way to be construed as pert of this Agreement or as e limitation of the scope of the particu lar articles or sections to which they refer. 27.11 Controlling Law end Jurisdiction (a) The validity, interpretation and perforaance of this igxeement and any dispute connected herewith shall aw governed and construed in accordance with the laws of the Si-itr of Texas. -91* (b) Buyer hereby irrevocably consent* to service of process vithin the State of Missouri and to the jurisdiction of the courts (both state and federal) within the State of Missouri and hereby irrevocably designates {C.T. Corporation Systems of Missouri] as its duly authorised agent for receipt of service of process with respect to any actions or other proceedings. 27.12 Public Announcement. No press release, public announceaent, confirmation ox other lnforaation regarding this Agreement or the con tents hereof shall be made by either party without the prior consultation of the other party except as is required shall for each party to meet the requirements or regulations of any applicable law,' governmental unit or agency or stock exchange on which the securities of such party may be listed. 27.13 Expenses and Fees. Except as otherwise specifically provided in this Agreement, each party shall pay and bear its own expenses and fees in connection with this Agreement or any of tba transactions contem plated hereby, including without limitation, any governmental investiga tions, proceedings or litigation relating thereto. 27.14 Finder** Foes. Each party represents to the other party that, except as described on Exhibit 27.14 with respect to certain fats payable by Buyer as sot forth therein, all nogotiatlons relative to this Agreement and tba transactions contemplated hereby have been carried out directly by it with the other party without the intervention of any broker, finder or other third party, and that it baa not ongaged, con sented to or authorised any broker, investment banker or third party to -92 act on it* behalf, directly or indirectly, *s a broker or finder in connection with the transaction contemplated by this Agreement. IN WITNESS WHEREOF, this Agreeaent has been duly exaented and delivered by the duly authorised officers of the parties hereto on the date first hereinaboYu written. B5JLBSE -3- ALL EXHIBITS TO THE ASSET PURCHASE AGREEMENT, EXCEPT FOR EXHIBITS 2.1(a), 10.1(a), 10.3(c), 15 AND 24.2-2, HAVE BEEN INTENTIONALLY OMITTED. REFERENCE IS HEREBY MADE TO EXHIBITS 10.3, 10.4, 10.5 and 10.6 TO THE FORM 6-K FOR EXHIBIT 16 TO THE ASSET PURCHASE AGREEMENT. nn^e STERLING CHEMICALS, INC., a corporation organized under the lam of tha State of Delaware, having its principal place of business at Eight Greenway Plaza, Suite 702, Houston, Texas 77406 (hereinafter referred to as LICENSEE). WITNESSETH: WHEREAS, MONSANTO it selling to LICENSEE, and LICENSEE is purchasing froo MONSANTO, pursuant to the ASSET PURCHASE AGREEMENT (as hereinafter dsfined) the TEXAS CITY PLANT SITE (as hereinafter defined); WHEREAS, the ASSET PURCHASE AGREEMENT conteaplates that MONSANTO shall grant LICENSEE rights and llcanses under patents, technology and know-how owned by and in the possession of MONSANTO at the PUNT (as hereinafter defined) as of the DATE OF THIS AGREEMENT (as hereinafter defined) for the anufacture of PRODUCTS (aa hereinafter defined) and acetone f 2.1 A/2>1 7/30/e6 \j cyanohydrin (ICY) at tha PLANT and to vaa and/or toll the PRODUCTS and iCY so prodncad; WiE]tiS| LICENSEE daslras to obtain such licansas fro* MONSANTO; and WHEREAS, aach of tba partial harato rapratants that It z baa tba legal right to antar into this Agreaaant; NOV, THEREFORE, fa consideration of tba ootual covanaata and obligations contained barain, ft is agraad by and between tha parties hereto as follows: ARTICLE I - DEFINITIONS As used in this Agrosaent, tha following defined tarns shall have tha aaanlngs sat forth in this Article I. 1.01 - TEXAS CITY KANT SHE shall naan the real property, including all buildings and isprovaaents owned by MONSANTO and located thereon, coaprislog MONSANTO'a Texas City, Tanas plant site and tha buffer property consisting of approxisately 15.6 acres owned by MONSANTO located north of tha plant site. 1.02 * KAKT shall naan tba plant facilities owned by MONSANTO located at tha TEXAS CITY KANT SITE. 1.03 * ASSET PURCHASE AGREEMENT shall naan tba agree- ant between MONSANTO and LICENSEE dated . 1186, for the sale by MONSANTO and the purchase by LICENSEE of tba TEXAS CITY FIANT SITE to vbieh this Agreement is attached and nada a part tharaof. 2.1 A/2-2- 7/30/86 1.04 - PRODUCTS shall mm any or all of the following products Mdi at the PLANT and by-products coproduced therewith as of tbs DATE OP THIS AGREEMENT: (a) Styrsns Henooer; (b) Etbylbsnxsns; (c) Pbthalic Anhydride (d) 0xoale0hol; (s) Phtbalats Esters; (f) Methanol; (g) Acetic Acid; (b) Acrylonitrile; (i) Lactonitrile; (J) Lactic Acid; Ck) Tertiary-lutylaaine (T1A); and (1) Plus Oil. 1.05 - TECHNICAL INFORMATION shall nesn all technical information, know-how, and data owned by and in the posses sion of MONSANTO at the PLANT as of the DATE OF IMIS AGREE MENT, whether or net reduced to writing, relating to the operation and oalntaaaace of the PLANT and the production of PRODUCTS and ACT which is owned or controlled by MONSANTO in the sense that MONSANTO is frse to diedose and has tba right to grant licenses thereunder to LICENSEE end which, oacept for that relating to ACT, is currently meed by MONSANTO in the PLANT At of the BATE OP IMIS AGREEMENT to produce PRODUCES. TECHNICAL INFORMATION shall also include technology end engineering end process designs for (a) those 3.1 A/3-3- 7/30/86 *! sm projects Identified In Exhibit (b) nwaapiai* wdifj/ii|, dibetttmckiat, and/or expanding* a tbt caao may !>, and operating and maintaining tba synthesis gas production unit at tba tUNT to produce (1) carbon Monoxide, (ii) blend gas (an approximately equimolar nixture of carbon e* nonoxide and hydrogen), and (ill) hydrogen for use at the PLANT to produce PRODUCTS; and (c) debottlenecking and/or expanding the acetic acid unit of the PLANT to a design capacity not to exceed Six Hundred Million (600,000,000) pounds per annua. TECHNICAL INFORMATION, except as express ly provided la this Paragraph 1.05, specifically excludes technical Information, know-how, and data which, although It may have applications to the production of PRODUCTS or ACT, as tba case nay be, was developed or acquired by MONSANTO for some other business other than the production of PRODUCTS or ACT and which is not used as of the DATE OF THIS AGREEMENT in the production of PRODUCTS or ACT. 1.06 - DATE OF THIS AGREEMENT shall mean the date first above written which shall be the data of Closing of the transection contemplated under the ASSET PURCHASE AGREE MENT. ARTICLE II - LICENSES 2.01 - MONSANTO hereby granta to LICENSEE e nonexclu sive, irrevocable right and license to uae TECHNICAL INFOR MATION for t! a sole purpose of (e) operating and maintaining the PLANT to produce PRODUCTS end to use and/or Sail PRO DUCTS so produced; (b) operating end maintaining the ACT 2.1 A/2-4* 7/30/S6 unit at the FliKT to produce ACY and to us* and/or sell the ACY so produced; (e) revaaplng, codifying, debott1snacking. and/or expanding, as the ease asp be, and operating and aaintaining the synthesis gas production unit at the KANT to produce (i) carbon nonoxide, (il) bland gas (an approxl~,, nately equiaolar aixtur* of carbon aoaoxid* and hydrogen), and (iii) hydrogen for us* at the KANT to produce PRODUCTS; sad (d) debottlenecking and expanding the existing acetic acid unit to a design capacity not to exceed Six Hundred Million (100,000,000) pounds per annual. 2.02 - MONSANTO hereby grants to LICENSEE a nonexclu sive, Irrevocable right and license and ianunity free suit under trad* secrets, copyrights, and Letters Patent owned or controlled by MONSANTO (in the sens* that MONSANTO has the right to grant licenses thereunder without accounting to others), for the sole purpose of and only to the extent that a license under the sane is required by LICENSEE or its sublicensees to oak* full us* of the right and license granted pursuant to Paragraph 2.01 and any sublicense granted purausnt to Paragraph 2.01. 2.OS The right* and licenses granted to LICENSEE pursuant to Paragraph 2.01 shall be perpetual and the rights and license* granted pursuant to Paragraph 2.02 shall be for the full ten* of the licensed Letters Patent. 2.04 The rights and licenses granted to LICENSEE pursuant to Paragraphs 2.01 and 2.02 shall be fully paid insofar as the design capacity of the PLANT for the oaaefae- 2.1 A/25 7/30/A6 ture of PRODUCTS dons sot exceed the following capacity or weight: (a) Acetic Add * Six lundrad Million (600,000,000) pounds par annua. (b) Styrene Monoacr Ona Billion Five Hundred Million (1,500,000,000) pounds par annua. 2.95 - In tfaa ovant that prior to tbs aspiration of tba coafidsntiality pariod sat forth in Articla IV, tbara is an increase in design capacity of that part of tba PLANT in which PRODUCTS specified in Paragraph 2.04 are produced so as to provide a design capacity for such PRODUCTS greater than the corresponding weight for such PRODUCTS specified in Paragraph 2.04, or alternatively, in the event the total production of such PRODUCTS exceeds the weight sat forth in Paragraph 2.04 in any calendar year, LICENSEE shall promptly infora MONSANTO of any such increase in design capacity or excess production and shall pay to MONSANTO an increneatal royalty for the total excess capacity or for the total excess production, whichever is greater, calculated on an annuel basis. Such incremental royalty shall he paid at a rate deterained as a percentage of the respective NET SALES VALUE (as defined in Paragraph 2.07 of this Article XX) of each of ouch PRODUCTS, calculated on the aforeoestloned S annuel basis and based on the greeter of the total excess design Capacity or the total excess production for such PRODUCT produced in the P1ANT and sold or used by LICENSEE. The percentage rate shell be as follows: (a) Acetic Acid 2.1 A/2-4- 7/30/66 tbit* percent (W) of NET SALES VALUE and (b) Styrene tfenoear - one percent (IX) of NET SALES VALUE. Ibe peyoents t.f cunning royalties provided for in tbit Paragraph 2.05 aball be aade on or before the last day of January for oacb preceding calendar yaar during the period which running royalties are due hereunder. LICENSEE shall suboit to MONSANTO a written report on or before the last day of each January, setting forth the quantity of PRODUCTS specified in Paragraph 2.04 produced at the PLANT and sold or used during the next preceding calendar year. Any running royalties payable to MONSANTO hereunder shall be paid as indicated above at the tine said report is suboitted to MONSANTO. Notwithstanding the foregoing, if MONSANTO hereafter grants to any other licensee a license in the United States for the oaaufecture of the PtODUCTS specified in Paragraph 2.04 under applicable TECHNICAL INFORMATION and trade secrets, copyrights, and Letters Patent upon royalty teres sore favorable than those recited in this Paragraph 2.05, MONSANTO shall preeptly notify LICENSEE and offer those terse (with the conditions and provisions (other than those as to duration) cootsined in such o;or license] to LICENSEE. 2.06 LICENSEE shell keep such detailed records and hooks of account of each PRODUCT speciflad in Paragraphs 2.04 and 2.05 produced in the PLANT under the rights and 1leansea granted pureseat to Paragraphs 2.01 and 2.02 as are reasonably necessary for ready deteralaatioo of LICENSEE'S 2.1 A/2-T Y/30/S6 payment obligations provided for is this Article 71. Such record* and book* of account for the currant and previous two (2) jeers shall, upon prior uritten request of MONSANTO, be open to Inspection during business hours by an indepen dent certified public accountant, selected by MONSANTO, except one to whom LICENSEE has sone reasonable objections, solely in order to ascertain Che aaount of each PRODUCT specified in Paragraphs 2.04 and 2.05 which has been menu- 0 factored by LICENSEE in the PLANT to the extent necessary to verify the amount of any increoental payaeat due MONSANTO voder this Article XI. MONSANTO and its independent certi fied public accountant shall, except for disclosure to each other, veinteln ell reports received end audit ln'^reetloc obtained with reapect to quantities of PRODUCTS produced end the NET SALES VALUE of such PRODUCTS in confidence; pro vided, however, this obligation of confidence shall not preclude MONSANTO free using auch reports and Information to pursue its right to enforce its rights under this Agreement. 2.0* - NET SAIES VALUE as used in this Article XX shall ness the gross eeles price lees discounts and allowances to customers, expense of transporting shipments from LICENSEE to LICENSEE'* customers, presiuss an insurance against loss or damage in transit, and taxes and duties based directly on the sales, insofar es the aforesaid terms apply directly to the PRODUCTS sold and era included in the gross sales price. Vlth respect to any quantity of PRODUCT subject to royalty hereunder that is used by LICENSEE for its own purposes, or 2.1 A/2-A- 7/50/S4 r*rn>( transferred to a subsidiary or affiliate of LICENSEE* or a subsidiary or affiliats thereof, tbs NET SALES VALUE of .said quantity of PRODUCT shall bo dssasd to havs the ssee NET SALES VALUE as that quantity of such PRODUCT which is sold by LICENSEE during ths reporting psriod at ths average unltl NET SALES VALUE for that yssr. In the event LICENSEE shall have aads no sals of such PRODUCTS at such tine* then ths NET SALES VALUE of tbs last sals of such PRODUCT by LICENSEE occurring within eighteen (10j ac-nthr prior to the end of ths reporting psriod shall govern, or* in ths event a last sale has not occurred within the tine period specified* then NET SALES VALUE shall oean the cost of diraet labor and aatoriale contused in the oanufeeture of such PRODUCT computed in.accordance with LICENSEE'S standard accounting procedures, plus one hundred percent (100*) of such costs in lieu of overheed and all other indirect charges, 2.08 - LICENSEE shell have the right to grant eublicenses under the licenses granted pursuant to Paragraphs 2.01 and 2.02 of this Article II to a third party purchasing or operating all or substantial part of the PLANT* or with respect to any specified PRODUCT, that portion of the PiANT used to product such PRODUCT* such sublicensee to be for the sole purpose of end only to the extent necessary to enable such purchaser or operator to operate and osintain the PLANT, or that portion thereof purchased or operated by the purchaser or operator to produce PRODUCTS or ACi at the PtANT and to use and/t.' sell PRODUCTS or ACT so ptolucod. 2.1 A/2-9- 7,>'30/ 6fc Any sublicense granted pursuant to this Paragraph 2.05 shall b* of no greater seopa than tba licenses granted to LICENSEE pursuant to Paragraphs 2.01 and 2.02. 2.09 - Notwithstanding any provision to tha contrary contained heroin, no license is granted heroin to LICENSEE - a> to use any tredeaerk of MONSANTO. ARTICLE III - CONFIDENTIALITY 3.01 - LICENSEE, recognising the proprietary nature of the TECHNICAL INFORMATION, shell for e period of fifteen (15) peers following the SATE OF THIS AGREEMENT retain any and all TECHNICAL INFORMATION in confidence and not use other than as licensed herein. 3.02 - LICENSEE'S obligation, to MONSANTO pursuant to Paragraph 3.01 shall not apply to any TECHNICAL INFORMATION which: (a) was in the possession of LICENSEE prior to the date of disclosure thereof by MONSANTO and was not previously obtained, directly or indirectly, free MONSANTO; or (b) la or has becowe publicly known, through ao fault of LICENSEE, hut only after such public knowledge occurs; or (c) is receivod by LICENSEE from a third party free of any obligation of confidence to such third party. For the purposes of intsrpretation of this Paragraph 3.02, no specific TECHNICAL INFORMATION under Paragraph 3.01 aball he excluded fron LICENSEE'S obligation to keep the eeae 2.2 A/2-10- 7/10/56 confidential asrsly because such specific TECHNICAL INFORMA TION happens to fall within the broad scope of wore general technology to which one or wore of exclusions (a), (b), or (c} way otherwise apply. 3.03 - LICENSEE shall advise all of its eaployess and ~ third parties who way be granted access to TECHNICAL INFOR MATION (including access to the PLANT by technically trained personnel) of the confidentiality obligations set forth in Paragraph 3.01 and shall require all such aopleyeas and third parties* prior to granting thaw such access* to enter into a confidentiality undertaking with LICENSEE under terns and conditions no lass restrictive than the confidentiality obligations set forth in this Article III. Any and all such confidentiality undertakings shall contain a provision waking MONSANTO a third-party beneficiary thereunder with all rights and privileges pertaining thereto. The obliga tions of this Paragraph 3.03 shall not apply to contracts or other arrangawentt vitb third parties which already exist as Of the SATE OF THIS AGREEMENT* including those b.; Iz*** arrangewents assigned to LICENSEE by LICENSOR and listed in Exhibit 10.1 (a, of the ASSET PURCHASE AGREEMENT and these business arrangewents listed in Exhlolt 10.2 of the ASSET PURCHASE AGREEMENT for which duplicate services request letters were sent by MONSANTO. 3.04 - Any and all sublicensee granted by LICENSEE in accordance with Paragraph 2.06 of Articla II shall rtquirt the euhllceneee to be bound by confidentiality obligations 2.1 A/2-U- 7/30/66 no Imi restrictive than those act forth in this Article III. LICENSEE shall la all easts bs responsible for and shall guarantee the performance bp its sublicensees or assignee under Paragraph 5.01 of Article V of all the tens and conditions of this Agreement. 3.05 - While MONSANTO will endeavor to insure that no materials eobodying inforauition unrelated to the transaction contemplated herein (Other Information) shall raaain at the PI4NT after Closing, it is recognised that soma such Other Information may inadvertently remain. In such an event. LICENSEE shall immediately return and deliver to MONSANTO at MONSANTO's expense, all such Other Information and LICENSEE and its employees who have bad access thereto shall maintain such Other Information as strictly confidential and shall not use such Other Information for any purpose. ARTICLE IV - WARRANTIES AND INDEMNITIES 4.01 - MONSANTO represents and warrants that: (a) TECHNICAL INFORMATION disclosed to LICENSEE under this Agreement represents all currently existing information in tangible form owned by and in MONSANTO's possession at the PLANT as of the PATE rf which is necessary to (i) operate and maintain the PLANT and (11) proou. PRODUCTS or ACT in the PLANT. (b) Except as Hated in Exhibit 12.1(r) to the ASSET PURCHASE AGREEMENT, (i) the license rights grantsd pursuant to Article XI of thie Agreement end the 2.1 A/2*12- 7/30/S6 Third Party Llcmu (as dtflttd la Paragraph 2.2 of ths ASSET PURCHASE AGREEMENT) ara all tbs proprietary rights which MONSANTO possesses or has knowledge of with respect to the technology, know-how and other information that are materislljr necessary for the operation and maintenance of the P1ANT and the production and sale of PRODUCTS and ACT as practiced at the PLANT as of the SATE OF THIS AGREEMENT; (11) MONSANTO is not in default under the Third Party Licenses; and (ill) such Third Party Licenses, upon their transfer to LICENSEE pursuant to the ASSET PURCHASE AGREE* KENT, shall be free and clear of all royalty or payment obligations. (c) Except ss otherwise disclosed to LICENSEE in writing, (1) no claims hsve been asserted ageinst MONSANTO and remain pending, nor are any claims threatened ageinst it. based upon the alleged Infringement by MONSANTO of any third party Letters Patent, trade sserst, or software copy* right in the operation and maintenance of the PLANT or the manufacture, use or isle of PRODUCTS or ACT; and (ii) MONSANTO does not otherwise have reason to believe that the operation of the WiW < as it is being operates u r* AGREEMENT or the use of the TECHNICAL INFORMATION 2.1 A/2-1S- 7/30/S5 PO V therein infrises* open the rights of third parties except es set forth in Exhibit 2.1(a)-2. 4.02 - If a suit is filed against LICENSEE in the United States alleging that LICENSEE'S use of TECHNICAL INFORMATION licensed hereunder infringes the claia(s) of ang Oi trad* secret, uoftvsr* copyright* or United Stetes Letters Patent which exists or is issued on or prior to the DATE OF THIS AGREEMENT. MONSANTO agrees, promptly on receipt of 0 written notice froo LICENSEE of institution of such suit, subject to Paragraph 4.06 below, and provided that the alleged infringeaent concerns LICENSEE'S use of such TECH* NICAL INFORMATION to operate and aaintain the PLANT to produce PRODUCTS and ACT in ocordanc* with the procedures eaployed in the PLANT by MONSANTO for such operation and alntenanca as of the DATE OF THIS AGREEMENT. (a) to undertake and diligently conduct at MONSANTO'* expense, the defense of such suit, and (b) to indeanify LICENSEE against any out-of* pocket costa, damages, or royalties payable by LICENSEE or direct daaages (excluding special damages) incurred by LICENSEE as a result of any jodgeent if and whan such Judgment becomes final. LICENSEE shall exert all reasonable efforts to esslst MONSANTO in connection with any such suit, and shell have the right to be represented therein by advisory counsel of <* cam axoeoe* MONSANTO shell have 2.1 A/2-14- 7/30/66 full control of the defense of any such suit, but, except ce specifically set forth in Exhibit 2.1(e)-3, shell not be frt to the without the consent of LICENSEE If by the settlement LICENSEE would be obligated to wake any paysents or if the settlewent would cause impairment of the_ ability of LICENSEE to continue the licensed operations. .03 * In the event that as a result of a suit as set forth in Paragraph 4.02, MONSANTO and LICENSEE agree that the alleged infringement can be avoided by a oodifleetion of the PLANT or of the operations of the PLANT without levering the performance of the PLANT below the design capacity existing as Of the DATE OF THIS AGREEMENT, MONSANTO may elect to indemnify LICENSEE for the out-of-pocket costs chargeable to asking such modifications in lieu of any payments which might otherwise become due if such modifica tions are not made by LICENSEE. 4.04 - In the event that as a result of a suit as sat forth in Paragraph 4.02, MONSANTO and LICENSEE mutually agree that: \ (a) it is deemed accessory to acquire e license under the United States Letters Patent, trade eecrst, or . software copyright in suit in erdor to permit the use in the original PLANT of any feature of the TECHNICAL INFORMATION provided to LICENSEE by MONSANTO pursuant to this Agreement, and 2.1 A/2-1.V 7/30/66 (to) it is pnftnbl* to acquire such license prior to fiasl jsdfHBt sftor institution of such suit alleging lcfriaitMOt bsctus* of LICENSEE*a opsxstiens ss aforementioned, then LICENSEE shsll bs imdeaaified bp MONSANTO ssainst royalties btcesiai dus mdtr sucb a license. 4.05 - LICENSEE shall supply MONSANTO with a copy of any costs, say Jndptot or any license granted by any third party under which LICENSEE requests froo MONSANTO ladeanifl* cation according to Paragraphs 4.02, 4.03, and/or 4.04 and shall notify MONSANTO of all psywents of royalties wade by LICENSEE thereunder to such third party. 4.04 Except for breaches of HONSANIO's representa tions sat forth in Paragraph 4.01, MONSANTD's liability, whether one or norc suits are filed against LICENSEE, for aay expenses, ladeanificatioas, reinbursenents, costs of odificatices aad the like which aay be lacurred under Paragraphs 4.02, 4.03, aad 4.04 ceobiaed shall be cuaulatlve aad, except as specifically set forth in Exhibit 2.1(a)*3, shall not exceed a aaxlnua of TVo Mlllioa United States Dollars (|2,009,003) for each of the PRODUCTS specified in Paragraph 1.04 of Article I aad ACT. 4.07 Notwithstanding aay other provision of this ***rr-. Vt>% liability of MONSANTO under this Agreeaeat shall be United as provided in Section 23.4 of the ASSET PURCHASE AGREEMENT. 2.1 A/2-14- 7/30/44 4.OB Tha provisions sst forth in Firi|ripht 4.02, 4.03, 4.04, 4 03, 4.04, nd 4.07 stats ths satirs liability of MONSANTO to LICENSEE with rsspoct to LICENSEE'S uss of TECHNICAL INFORMATION licansad haraundar, and except as specifically provided in such paragraphs, MONSANTO shall not. ha liable either directly or indirectly or as an indemnitor of LICENSEE as a result of any dais arising in any vay froa LICENSEE'S use of TECHNICAL INFORMATION. ARTICLE V ASSIGNMENT ' 5.01 * This Agreement shall ha assignable by LICENSEE to any assignee of or successor to all the assets of LI CENSEE related to the KANT, provided the assignee or successor assuaes the obligations of LICENSEE under this Agreement. This Agreaoent shall he assignable by MONSANTO in whole or in part, provided such assignee assuaes the Obligations of MONSANTO under this Agreaoent. In the event of any such assignment by MONSANTO, MONSANTO, unless LI CENSEE otherwise consents, shall remain liable with respect to tbs warranties and indeanltiss sst forth in Article XV. Except as providsd is this Paragraph 5.01, any purportsd asaignaent by one party without tha prior written consent of the other party ahall be null and void. 5.02 - Any assignment in accordance with Paragraph 5.01 ahall not thereby relieve the assigning party of any of it* continuing Obligations oade under this Agreement which ware incurred prior to tha effective data of ouch aaslgnaaat. 2.1 A/2-17- 7/30/S6 AKTICtt: VI - NOTICE 6.01 Any nolle* iiquind or ptnltti^ to be given under this lpnt shall bs in writing* **>6 shall ha deaaed sufficiently given whan delivered in parson or transaittsd by talagrsw. *r whan deposited in tha United States nail (registered or certified) postage prepaid. to the addresses given below or sent by telex to the telex unbars set forth below provided that the telex shell reflect the answerback of the receiving party. MONSANTO; Monsanto Coopany 00 orth Lindbergh Boulevard Sr x^auis. Missouri 63167 41*. T10N: Mr. Sari N. BrasfieId. Vic* President Telex No. 447282 Answerback: MONSANTO STL with copy to Mr. Arthur E Boffnan Patent Counsel Monsanto Chenical Conpeny Monsanto Coapany 00 North Lindbergh Boulevard St. Louis. Missouri 63167 LICENSEE: Sterling Chenicals, Zac. Bight Greenway Plasa. Suite 702 Houston. Texas 77406 ATTENTION: President Telex No.: 76*2141 Answerback: BRACEFAT-H0UST0N or to such other address or addresses as say be specified, fren tine to tine, by written notice to the other party hereto, or by such other weans as the parties nay nutually agree upon fren tiae to tine. A recipient party shall proaptly acknowledge in writing receipt of any docuaent(s) delivered by band to its aaployee() or officer(s). 2.1 A/2-18* 7/30/86 AKTIC1S VII M11CEIUWE00S 7.01 - 1h* validity, interpret ition, and performance of (lit 4|rmiat, for all poipem, shall ha governed by tbt lava of tha Stats of Texas. 7.02 - The bidia| of Articles ara for coavaoiaaea only and ara In ao way to ha construed as part of this t dsraaoaat or as a lloltatioo of tha scopa of tha particular Article to which they refer. 7.03 - Ibis Agrasaent constitutes tha full wader- standing of tha parties, a complete allocation of ricks between than and a caaplete and exclusive atateoant of tha taras and caodltioas of their agreaoeat relating to tha subject aattar hereof and supersedes any and all prior agreeaeats, whether written or oral, that aay exist between tha parties with respect thereto. Except as otherwise specifically provided in this AgreeaeM, ao conditions, useg* of trade, course of dealing or perforaanea, under- steadla, or agraaaaat purporting to aedftfy, vary, explain or supplasent tha taras or conditions of this Agreaweat shall ha binding unless karaaftar aada in writing and signed by tha party to ho bound, and as aodification shall be affected by tha acknowledgesant or acceptance of docuneata containing terns or co editions at variance with or in addition to those net forth la this Agraaaaat. No waiver by either party with respect to cay breach ar default or of any right or rsaady and no ceuraa of dealing, shall be daaaad te constltnta a continuing valvar of say other breach of default or of any 2.1 A/2-l- 7/30/1* ether eight or reoedy, nltu such valnr bo expressed in writing signed by tbo porty to bo bound. Fai'.ore of a party u exercise any right (ball not bo dooood a weieer of such right or right* in tbo fotaro. 7.04 it tbo doting of tbo transaction cooteaplated *. in tbo ASSET MKC3ASE AGREEMENT, MONSANTO shall oator into an Acrylonitrile Technical Assistance Agrs--ont with LICENSEE In tbo fox* appended to the ASSET PWCBASE AGREEMENT aa Exhibit 2.S IN VITMESS WttKOF. tbo parties boreto have ceased this Agreement to be exocated in doplicato Ly tboir daly author* ixed ropresontativoa as of the day and year first above written. MONSANTO COMPANY Title f&dZ+fUtt* flSRUNG CHEMICALS. INC. 2.1 A/2-20 7/JO/SA &V AH IMAGE EVALUATION TEST TARGET (MT-3) "This microfiche, Including title Information and format la 1986 Bechtel informadon Services. All rights reserved.'' 1.0 l.l 1.25 L> Jr Mmw2m8 Bhk a2m.2 t iii t is w u W3HK e:i 1.4 1 SOmm V ,v \ q\ // BEEHTEL /\ \efr * 15740 Shady Grove Road Gaithersburg, Maryland 20877*1454 i ( EXHIBIT 2.1<e>-l POTENTIAL TEXAS CITY COST REDUCTION' PROJECTS (1985-1966) "* PROJECT TITLE 1) Debottle HAc by 5OH# (HeOH Down) 2) Debottle HAc by 110H# (HeOH Dowd) 3) HAc D203 Revisions 4) disc lull HAc Projects 5) Styrene Reboll 4) Styrene Flux Oil 7) riutieiitt PA Recovery ) Plestielser PA PRoVOX 9) Plestielser0X0 PRoVOX 10) Plasticiser PA Itildnt Fool 11) HeOH Turbogen (HiOK Down) 12) 6E Turbogen/Hest Recovery (Hot the proposed 400 Hegevstt cogeneretioa project) 13) 6E/M0H Turbogen (HeOH Down) 14) Shutdown CT-2,6 2.1 A/2-21- 7/30/46 J l ! EXHIBIT 2.1 <aW V. S. Patent 4,409,122, Kleuskens at al. entitled "Catalyst teactivation", asslined to Staaicerbon, S.V. (Dutch Status Hinas) for tbs regeneration of tellurian catalysts. Currently in raissua proceeding!, S.N. 449,709, filed November 4, 19S4. 2.1 4/2-22 7/30/46 EXHIBIT 2.l(a)-3 Stirling Chesicals* Inc. Eight Greenway Plaza Suit* 702 Houston* Twit 77406 Gentlaaen: This Is to advise you thst Monsanto Coapany (Monsanto) will wdirtik* to d*f*od Sterling Cheaicals* Inc. (Sterling) at Monsanto's expense in any suit brought agsinst Starling for alleged infringessnt of U.S. Patent nuabar 4*409*122 or any Reissue patent resulting froo application for Reissue Sarial Dunbar 669*709* (said patent and/or any raissua thereof being hereafter referred to as "The Patent") to the extent that their suit is based on a claia or daias that reactiva tion by Sterling in the Texas City plant* purchased froa Monsanto by Starling (Tha Plant)* of Nitto NS 7111 or NS 733C catalyst in accordance with the operating procedures eaployad in The Plant by Monsanto at tha tie* of its pur chase by Sterling, infringes any claia of The Patent. More over* Monsanto will indeanify Sterling with respect to all desages and court costs awarded against Sterling in any such suit or any cost* of a settleeent conducted by Monsanto with respect thereto. Monsanto ashes this undertaking with the understanding that Sterling will give Monsanto proopt notice is writing of any such suit or threat of suit; will provide Monsanto the opportunity to conduct the settleeent of any such claia and to conduct the defense of any such suit; and will provide Monsanto reasonable assistance to the extent of asking evidence available and peraitting Sterling's eaployses to testify if so required. Monsanto will reiaburse Sterling for the expense incurred is providing evidence and testlaony requested by Monsanto. It is hoped that this aekes Monsanto's position deer and relieves Sterling of concerns it say have regarding The Patent. Very truly yours, MONSANTO COMPANY y___ Title 2.1 4/2-2394JLSSG 7/30/66 LIST OF ALL IDSIKESS ARRANGEMENTS TO It ASSICNED JUS EXHIBIT INCLUDES IT REFERENCE ALL RELEVANT HATTERS SET FORTH IN THE ACtEEMENT AND ANY OTHER EXHIBIT THERETO. IDENTIFICATION OR DATE OF ARRANGEMENT PARTY TYPE OF ARRANGEMENT Outside Processors SUB 138 Aceron Cheslcsl'Distributors Oxstle Acid* Topsnsl Pscksgiog TCA 188 SVR 423 m 486 9/l/BO 10/1/85 Beeline Service Cslgon Corporation Gulf Const Hsintensncs Issgent Cbemicsl 6 lesesrch South Cosst Terminsl Estsrdous Vest* Hauling Adsorption Systoa Cot. Hndlg./Serv. Vhse. Waste *H,C1 Recovery Acetic Acid Repackaging Portion Only TCA 46 2/5/86 8/1/84 Trsnsportstlon 6/25/80 6/1S/73 Ansndsd 12/13/77 3/1/43 8/29/78 2/9/82 (Assnded) SVR 370 Western Msrint Tank Cleaning Taylor Ches. Co. Inc.(VESTVAC0}* By-Product Sales to the extent not previously teminated PGP Ind. Inc. Spent Catalyst Processing Ceestel Ststes Crude Cstheriag Co. Powell Duffryn Teminale, Inc. Tsxss City Teminsl Tsxss City Teminsl Rsllvoy Cospany Psktsnk Corporstion Benzene Tankage 4 Thruput Styrene Tankage 4 Thruput Lesont Industrial Sidetrack Storage Traek Lease Tank Rental 4 Thruput* HO -- Galena Park Texas City Leesl Arrsnteoents TCA 164 All Concrete Coring TCA 130 A.P. Croon Refrectory Concrete Coring Insulation Contractor 10.1 A/2-1- 7/30/86 (U\ r^nCC LIST OF AIL IPSIKtSS ARRANGEMENTS TO PS ASSIGNED IDENTIFICATION 0R DATE OP ARRANGEMENT TCA 78 TCA 162 TCA 165 TCA 176 TCA 114 TCA 147 TCA 222 TCA 152 TCA 30 TCA 113 TCA 185 TCA 7 TCA 140 TCA 163 TCA 149 TCA 156 TCA 112 TCA 115 TCA 110 TCA 199 TCA 121 TCA 20 TCA 105 TCA 84 TCA 45 TCA 175 10.1 A/2-2 PARTY Alfa-Laval Allied Office Systeas Aaerlgas. lac. Anald, lac. Assoe. Fire 4 Safety Saytovn Industrial X-Ray ES, lac. toffs 6 Tetua C. 1. Balia Associates Carpet Canter Carpet Center Cellcote Co. Center feglneerlag Compressor Eagr. Corp. Conaa Inspection Contr. Machinery Repair Crane Tex Custodle-Ecodyne Cool. Tower Cyberex DAL Class Co. D. Engineering De Jean Construction Co. Dedletrlch Dlonex Corp. Dresser Industries. Inc. Duane Boukoa. Inc. TYPE OF ARRAKCEMENT Equipment Service Office Renovation Rap. Melding Bqpt. Inspection Ser. Safety Equip. Insp. Inspection Ser. Transformer Oil Analysis Gen. Contr. Eagr. Consultants Carpet Install* Carpet A Service Acid Proofing Rotary Equlpaent Insp. Coapreasor Repair Ultrasonic Test NH* Tank Vehicle Repair Rig Repairs CT Repair Inverter Ser/Trelnlng Class Repair Surveying Can. Conetr. Class Lined Equip. Ser. Instr. Repair Equip. Ser. Consult. Controlled Hasting 7/30/86 LIST OF All 1PSIHISS ARRANGEMENTS TO It ASSIGNED IDENTIFICATION OK DATE OF ARRANGEMENT TCA 137 TCA 176 TCA 53 TCA 75 TCA 145 TCA 183 TCA 21 TCA 70 TCA 86 TCA 167 TCA 170 TCA 118 TCA 72 % TCA 146 TCA 3 TCA 184 TCA 161 TCA 146 TCA 87 TCA 55 TCA 3 TCA 157 TCA 127 TCA 128 TCA 17 TCA 67 10.1 A/2-3- FAKTY E. L. Lester 6 Co. SaortT Staling Syaten* Ertl Aiwelitti F. V. Gartner Co. Floyd Eqpc. 6 Contract George Badge Contractor# Carbardt'a* Inc. Global Cathodic Frotact. Cravar Tank 6 Hfg. Culf Coaat Maaaurlng B. C, Cbandlar 4 Sona Balllburton 2nd. Service lardy Sealaa Bevden-Stuart, Inc. Boua. Flra 6 Saf. Bqpt. Co. Bouston Flra A Safety Bouaton Scale Sarvlca ln-Bouae Inspection Co. Independent Teatlag Laba Induet. Technical Corp. Infrared Surveya IVECO J 4 J Narine Diving J. T. Thorpe Co. Klnco. Inc. glean gontrol * TTPE OF ARRANGEMENT Big Repair Online Leak Kep. Ser. Turnaround Planning Concrete lining tigging Contr* IK Bapalra Covernor Repair Peapvell Croundbed Ineulatlon Tank Repair/Fabr. Metering Service Rubber Lining 6 Repair Bydroblaetlng Seale Repalra Special Crane Llfta Safety Equip. Xnepec. Safety Equipt. Scale Service Inspection Service Acoustic Testing Ser. Closed Clr. TV lofrarad Services Cylinder Delivery Diving Services Insulation Contr. Rental Equip. Forta Can Service 7/30/66 t p<v*o;> auxin io.u) LIST OF ALL BPS1MESS ARRANCEMEWTS TO BE ASS1CKEP IDENTIFICATION OX BATE OF ARRANCEMENT TCA 101 TCA 223 TCA 26 TCA 58 TCA 136 TCA 08 TCA 63 TCA 96 TCA 49 TCA 116 TCA 48 TCA 123 . TCA 28 9 TCA 37 TCA 71 TCA 220 TCA 221 TCA 132 TCA 41 TCA 19 TCA 126 TCA 151 TCA 95 TCA 119 TCA 65 TCA 169 10.1 A/2-4- FARTT Leak Control Systess Linden-Allnak, Inc. Manitowoc Cooatal Stataa Maroco Inc. Karina Kalnt. Industrie# McClelland Engineers McLains. Inc. Hlcronetrles KTOCO (Horrls-Ouene-Young) National Tovar Sarvieaa Kon-Destruct. Insp. Corp. 90S Corporation Overhead Door of Bouston Parkland* Inc. Patant Scaffold Perkln-Elnsr Corp. Pfaudlar Co. Piping Engineering Co. Plannod Maintenance Sarv. Pruitt Conetruetlon tasnussen. Ine. Raevaa Interior# Xeflange Co. tollable Leasing Co. Xsllance Electric Co. K1C Ounite 4 tafract. TYPE OF ARRANGEMENT On-Line Leak Xapaira Elevator Service Big Xepalre/Xental Isauladon Karine Spill Cleanup Croundvater Quel. Assess. Governor Xapairs Bepalr Lab Inatr. Cold-Cut. Lg. Pipe; Pipeline CT tepairs Equip. Znap. Environ. Lab Analysts Carage Door Xapair WAC-Sheetnetsl Scaffold Erection Lab/Instr Xepalre Class Lining tepairs Exch. Tube Mslnt/Engr. tap. Class-Lined Vessels Cen. Conatr. Sheet Katal Contr. Carpet Install. Plange Bspair Truck Leasing Electric Motor Xapair Refractory Repairs 7/30/86 EXHIBIT 10.1(a) LIST OF ALL BUSINESS ARRANGEMENTS TO BE ASSIGNED IDENTIFICATION 01 DATE OF ARRANCEHENT (. TA1TY TCA 22 Slkee FabricatIda Co* TYPE OF ARRANCEHENT Vaeeel Fabricators TCA 2 faith Industries lubber Lining TCA 218 South Tax. Equlpaent Co. Rig Repairs TCA 117 Southern tact. Service lsetrunent Centr. TCA *9 Spectra Phjrelce far/lap S-P Equip. 1CA 44 Scar Fence Co. Fence Costr. TCA 173 Stabblea Engr. 4 Kfg. Co. Coatings, Lining Serv. TCA 120 Stewart 4 Steveneon Mach. lap. Dleael TCA 43 Tank Service Repair 4 Erection TCA 146 Tesae Steea Equipment Stesa Trap Survey TCA 133 Toledo Scale Seals Servlet TCA 171 T1ACE1C0 Corp. Radioisotope Process Invest. TCA 100 Traneforaer Coeeultanta Trensforaer Serv, TCA 119 Tria-Lawn Lawn Maintenance TCA 27 Turbo-Fix. Inc. Equipment Consultent TC 30303 V, S. Data Rental/lap. Prlatroaix Pr. TCA 177 VC1SC0, Unde Div. Nitrogen Supplier TCA 97 Ultraflote Install. Fltg. Roof-Tanks TCA 37 Varlan Aaeoeiatee. Inc. Instr. Rapalra TCA 74 Vaughn Construction Can. Constr. TCA 23 V. C. Scott Co. Office Renovation TCA 131 Valker Vstervell Puap 4 Veil Serv. TCA 141 Vyn* Broyles Eagr. Corp. Cathodic Prot. Serv. TCA 39 Veethelasr Contracting Rigging Contractor TCA 186 10.1 A/2-3- Veetinghouee El. Appl. lepr. Electrical Equipment Repair 7/30/36 P0"*O ' i;sr OF ALL BPSIWESS AlttAWCPTEWTS TO HE ASSICTEP IDENTIFICATION OK DATE OK A1KAH0P<PJT C TCA 38 TCA 81 TCA 77 TCA >59 FABTT Vyatt Dlv-U.S. Induct. York Cor-Dlv itrfVmit Zurn Industrie*, Inc. Aato Metallurgical TYPE OF ABBANCEMEKT Tank Bapalr A fabr. VAC Contractor Boiler iapalra/Coaeult. Claaa Lined Vessel Inspactlon/Bapalr TCA tfO TCA 191 TCA 192 TCA 193 TCA 194 TCA 195 TCA 196 r~* TCA 197 V^' TCA 200 TCA 202 w Central Electric Apparatus/ b|r. Service* Mayflower Vapor Saal Corp. Hartac Crane Services, Inc. Preventative Mslnt. Corp. Colt Service*. Inc. 0. A. Consulting, In.c. Baaplratory Protection Service* Dunegan Tasting. lac. Valley Microform lac. Lefco Western Tranaformr Cleaning A Bapalr Tank gaal Bepalra Crane Xnapactlon Service* Ouat Control In-plant Bydroblesting Coneultlng Sarvlcaa Meek Pit Teat* Bapalr Belaelona Zquipaant Mlcrofllalng Vaata Traatmnt and Handling Bay Material* To7I5755 Aaoeo COj Contract 120.000 tone/yr ln. S.V. Ballon Arranaenant* t 458 Burbank Barrel A Drua m 124 Cron Cbenlcal in 127 C. S. lodwetrlae SVX 359 Design Assurance, Inc. SUK 111 Cov Chaalcal Co. SUB 605 Puteh Battle lei. Sarv. (UK 462 Parmr'a Marina Copper suit 367 Oulf Coaet lad. Ouard Bar. ( 10.1 A/2-6- gal* of Ue-4 '.'tubs Mlcrocall T-36 CO, Liquid Consultant/Design, Orel. Aahyd. 1CL Overt In* Meal* Machlnlata A Boileraekera Ouard gurvic* 7/30/86 i* wmr'ivnm IT ST OF All BUSINESS ARRANGEMENTS TO E ASSICKED IDENTIFICATION OR DATE OF ARRANGEMENT SVR 402 SWR 111 tWl 10S tint 449 tVR 106 Itt 902 tV* 401 tVR 415 SUt 411 tVR 654 tUt 477 tV* 6t5 tUt 142 tV* J26 tV* 326 tUt 119 tv* 426 tUt 4t2 tUt 114 J/l/l* Otllitlee 1720/67" 3/1/74 7/1/15 1/1/14 10.1 A/2-7- FARTY looter Chealcale Union Carbide Lind* N 6 T Chaalcala Mobile Float Maintenance Neville Ovene Corning Fattereon Flushing Filko 4 Aaeoc. Inc* Fro-Accaae Relianee Univeraal Robco Janitorial Safety thoe Dletr. tandos Cbea Cor*. tllne led. Faietera touthweet Ind. Supply Stauffer ftraue Syatesa Ifoodwerd Clyde Liquid Carbonic tbell Chemical Texae-Nev Mexico INC tig Three Air Froducte TT?E OF ARXAKCOfEKT Chen. Cleaning Syat. tolk Nitrogen ttannoua Oxalate Vehicle Service T*C Ineulation Manpower Flushing Service Aaoeaaaent of Outaide F Coneultante Faint Vehicle Service Safety thoee MSI In-plant painting lev Surplua Valvea Sulfur Dioxide A/C In-Flant Maintenance Onderground Monitoring liquid CO, Cetelyet Fower Contract Natural <* Fipellne Nitrogen liquid Nitrogen 7/.10/86 t pr^np EXHIBIT 10.1(a) LIST OF ALL BUSINESS ARRANGEMENTS TO t ASSIGNED IDENTIFICATION OR DATE OF ARRANGEMENT mm mm PART? Galveston Co. Water Authority, Texas City Refining, Inc., Marathon Oil Co. Onion Carbide Calveaton Co. Veter Authority TYPE OF ARRANGEMENT Vater Facilitiea Contract Veter Supply^ Contract Lactic Add 12/11/85 Oral 1F0 No. 65949 lac'd 1/2/06 Acknowledged 1/7/06 IPO Do. D3512 Datad 1/15/66 Acknowledged 1/22/66 1/13/86 12/11/06 12/11/66 BFO No. CS12042 Datad 12/26/05 11/5/65 BFO Bo. 66"100131 Datad 12/30/85 AckAovlad|d 2/19/86 BFO No. 50350 Datad 1/14/06 1/29/16 C. 6. Coyne Chem. Co. Ice. C.F.S. Chemical Co. Inc. Plrmtnlch Dydrlte Chemical Co. Independent Chemical Co. Kramer Chemicals Inc. Kraft Inc. C. J. P"**reon FFC Induatrlee Inc. Porter Paint Co. SCM Corp. (Durkee) Dietrlbuter Contract* Sales * BP0 tales BPO* Distributor Contract* Distributor Contract* Distributor Contract* Sales BPO Ssles Contract Sales IPO Ssles BPO* Ssles Contre . 12/11/65 4/21/16 12/11/63 12/26/83 Suburban Chea. Co. Suffolk Chemical Co. Tilley Chenlcal Co. In:North Chemical Corp. Distribute ` Diatribucs ' *, .ar " Distributor Gonttect* Distributor Contract* 10.1 A/2-8- 7/30/06 r LIST OF AH BUSINESS ARRANGEMENTS TO SS ASSIGNED SDZKT2F2CATION OR DATE OF ARRANGEMENT PARTY TYPE OF ARRANGEMENT JJCJTVE FRIC7; EXCEPTION SITUATIONS <S~69`S> DOT Cm* 5T FORMAL SPO O* CONTRACT: HavUir.c Chemical 6-69 north Chcaicnl 8-6S Baxter-?ravcnol 8-69 McKcmaoa at Aaderson-Slayton E-69 McKesson at Toppa S-69 ^Partial aesigrucert tor lactic acid only ~ !.. suit i-product distributor contractor or IPO. Strrana/Ethy1bentisne Arrangements a;nf*6 mm Phillips Chemical Co, Conversion Latter of Agreement 1/22/66 5/13/82 Awccded 10/12/03 12/16/85 (6300) Cook Paint l Varnish Co. Richardson oljtutt Carp. . P. Goodrich Sales Contract Sales Contract Sale with Ethylene Conversion Option Monsanto R*f. 5000 Monsanto P-ef. 8000 Sicnsaats Re?.. 6100 Monsanto Rot*- 5303 Monsanto Rat. ?6;*.0 10/15/84 Honi,s.an:o 1f.il. 7400 Monsanto Rtf. 6400 Hjnscoto Ref. 7350 Amoco ARC0 Rorg Warner Chevron Chemical ov Chemical mts.t PINA Huntsman Chemical Phi71 '.pa Chemical Styreue Monomer Exchange Styrene Monomer Exchange Styrene ttonoaer Exchange Styrene Monomer Exchange Styrene Moaofear Exchange Se.lf.it Agrseaont Styrene Monomer Exchange Styrene Hammer Exchange Ctytana Kcnomit Ex'.hwnge i Mutineer. Arrarmamente 12/14/73 Lwbrisol Corp. H>,3 A/2-5- Sale* Conrrtct 7/30/Sb IMtr(VUmgn'KKHS- iJU2Oi.^-&A . ^-- 1-- --- >-** - , ^ - r. ^.-. . ...... . . .... f1 *fi ' / I.s LIST or AIL BPS1MESS ARRANGEMENTS TO BE ASSIGNED IDENTIFICATION OR DATE OF ARRANGEMENT 12/2V83 FARTT Shercx Chemical Co, TYPE OF ARRANGEMENT BFO. a Acknowledged by Monsanto 2/13/86 12/3/84 4/lW 8/2/83 As Amended 8/28/78 10/1/82 10/15/84 As Amended Horton Thickol, Inc. Dniroyal Chemical Co. Banll Synthetic Fiber Ind. Co** Ltd. Hlceublahl Internetionel Corp. Salas Contract Salaa Contract Salas Contract Salas Contract Ahsa Afcrillfc Slmya Sanoyil A.S. Salas Contract SN1A Fibre* S.p.A. Salas Contract FEMES Sales Contract Other 12/18/85 8434 Laoor Contract:* 5/1/85 1/24/8* 5/1/83 1/24/86 5;i/35 1/1*4/86 10.1 A/2'ID~ Onion Cerbi.dc SfeB Cryogenic Processing Unit Design of Syngas Project Texas Metal Trader Council. AM.-CIO Texas Metfil Trades Council. A7L-CI0 Associated Guards of the Qnited States Associated Guards of the United States Local 347. International Union of Operating Engineers Local 347, International Voion of Operating Engineers Onion Agreement benefits Agrecaent Cuards Agreement Benefits Agreement Cafeteria Vorkers Agreement benefits Agrecaent 7/30/86 10.1 A /2 -M - ?/30/116 0 I t-ih) n o s** w> - o O n3 Ba -5f S8-1 * JT3 S' *< o> *2 srfa 1 M3o m** ^n 3m** < 9 Sff f * 4^4 4 4 is? * a uft ** .% m 3g ms [o$ 1I**h5 38! 95. *9 *9* ff tf2Eg H UO om 4cb j4oO !u3 4_ ir ^ 9" m r* r+ m H. *t Sn 159s *si H 2 * l 0mrr*- Xam#.N_a3I fb__| ]ic> ysvz m$ 4 4 * ?S>h*Znnrwa*-S uA on eo * >85* zr 42 w S s* 5** a 4sr 44 a _4 CinOb Oo (A*l 9 <t 04-.(-^a 5*1 o of Oa 9Q ^a 9i >?l e 4 4w & SI 4> 4 44 44 *9 Ox fr* 4 2o 44 1 4 3 M '* <4 **4% * N 4 2* 4 4 mt u < Is k o i 9 4 4 ? 4 2 4 4 s 9 ?3f? -"Is 2 * Sa ''SI l* 4 9 ** 4 " 8 < M4 9W r? * 4 44 4 *4 1?1 44 8 4r% 44 YY 9 W 5 o w <-* . *- M >1 K 8 .3 - >4 2323 OJl OMUOMO/I oo<r*r SVNO 3 o 3I o O*1 V* wg| a 4^ 9-%4 944 94 4- a 4 4 & 4 4 9b O 4 4 *4 4 4O4 4 4 4 4 4 3 * 4b a 5 M S3 3 K* --09 3--* 23 3 b M ^O 494 494 <9 Cb 4 4 4 4 H O 4 *4O 4 4 N* 1 3 I u0Kii oHfti 33 33 3 S3 3 3. uu * 9 !S is Hfl a<1 S* 3U3bt 3 M 3 0* <4 S? 4 4 aLc m m B+Ing Itcncvcb M onth-tO-M onth M * l , N V..51U C8*CS afe hh* iH o*1 a3 mst 3^13 ** Me4*<*1 30aa** 0 1 *34 1 ? at 4**t 1 9 i ao c* * 3<t #*t*9 # _ -2 fti&ff">3rX3 m 1ao7 Si *r5 9 19 4 3 * H o 2E! h> HU"93T r iff I s I*f9f 95 n* I" |S I: ft n sZ x3 o 33 ae oS 55 H <4 :33 ii am*. ss QUti om-4 C(A2 (A rX rM oM oM S>uOfakf<of NNW ocpb* om9 9 <9 *Az2Jt mc ** i* a9 aeoao ss a a2 M<****nvinn-<>a^ Uak w>kk>kw* v* Q* O>J <y9 Oi *4 S nm n^o m^< w4m P>oOOy4<kUMoXO4k)i<UoWO9l'WoM9l92<k* * sf HXa* n S op ss mCL X*m* 3 l| ff* 3s ife 3 EXHIBIT 10.3(e) FORM OF ASSUMPTION AND ASSUMPTION ACREEMENT RELATING TO CCVDA ASSIGNMENT OF MONSANTO COMPANY PIPELINE FACILITY ACREEMENT DATED AS OF NOVEMBER 1, 1973 'This Assignment of Monsanto Company Pipeline Facility Agreement dated at of November 1, 1973 (hereinafter called Pipeline Agreement*) is made and entered into by and between Gulf Coast Waste Disposal Authority (hereinafter called the "Authority*) , a body politic and corporate and political subdivision of the State of Texas, created as a conservation and reclamation district (pursuant to Article XVI, Section 59 of the Texas Constitution) under Article 7621d~2, Vernon's Texas Civil Statutes, Monsanto Company, a Delaware corporation* duly authorised to do business in the State of Texas (hereinafter called "Monsanto*)# and Sterling Chemicals, Inc., a Delaware corporation, duly authorised to do business in the State of Texas (hereinafter called 'Sterling*). RECITALS 1. The Authority and Monsanto entered into the Pipeline Agreement to provide for the aeguiaition, construction, operation and maintenance of easements, pump stations, meters, a pipeline and other appurtenances and appliance* thereto (hereinafter called "Facilities*) for the purpose of transporting wasteborne liquid, gaseous, or solid waste from * collection point on Monsanto's chemical processing and Manufacturing plant located in the City of Texas City (hereinafter called Plant") to the Authority's egueous waste treatment facilities (herein called "Treatment Facilities"). 2* Monsanto and sterling are negotiating for the sale of the Plant to Sterling. Since ownership and operation of the. Plant includes responsibility for proper handling of waterborne wastes, it is the intention of Monsanto and Sterling that, as of the date of closing of the sale transection (hereinafter called "Closing", presently scheduled to be August 1, 1916), Stirling will assume and undertake all rights and obligations of Monsanto under the Pipeline Agreement, and that Monsanto be released therefrom. ASSIGNMENT MOW, THEREFORE, the parties hereto agree es follows: 1. Effective on the Closing, all rights and obligations of Monsanto undsr tht Pipeline Agreement are transferred and assigned to Sterling, except liabilities accruing prior to Closing. 2. All rights and obligations so transferred and assigned ere accepted, assumed end undertaken by Sterling. II I II i 2 - Of 3. The Authority recognise* end accepts Sterling* in place of Monsanto, with respect to all right* and obliga tion* so transferred and assigned* and releases Monsanto from auch rights and obligations* oth than liability which has accrued prior to Closing. ' IN WITNESS WHEREOF* the parties hereto have caused this Amendment to Monsanto Company Pipeline Facility Agreement to be signed as of August 1* 1996 In aiultiple counterparts* each of which shall be considered an original for all purposes and effective as of the Closing. Att Tic Attest t Assistant Secretary Date MONSANTO COMPANY y*___ Titlet Date: Attestx Assistant Secretary 9JL1SC STERLING CHEMICALS, INC vi Titlct *_ 4 p<rir I ASSIGNMENT OF SUPPLEMENTAL FACILITIES AGREEMENT DATED AS OF NOVEMBER 1, 1973 BY AND BETWEEN CDLF COAST WASTE DISPOSAL AUTHORITY UNION CARBIDE CORPORATION MONSANTO COMPANY This Assignment of Supplemental Facilities Agreement i Slid* and entered into by and between Gulf Coaet Waste Disposal Authority (hereinafter called tha Authority"), a Body pulitic *ynd corporate And political subdivision of the State of Texas, created a* a conservation and reclamation district (pursuant to Article XVI. Section 59 of the Texas Constitution) under Article 7621d-2, Vernon's Texas Civil Statutes, nnd the following corporations which ere duly authorized to do Business In the Stete i Texes, to-wit*. Monsanto Company, a corporation (hereinafter ceiled "Monsanto"), Union Carbide Corporation, a corporation (hereinafter called *UCC"), end Sterling Chemicals, Inc. s corporation (hereinafter celled "Sterling"). RECITALS 1. The Authority UCC and Monsanto entered into a Supplemental Facilities Agreement as of November 1, 1973, and certain amendments thereto dated duly 31, 1979 and December 12, 1979 (collectively thr "Agreement") whereby w aqueous vasts* generated by UCC and Monsanto would be received, trsstad and disposed of by the Authority. 2. Monsanto and Sterling ar* negotiating for the sale to Sterling of Monsanto's ehemieal processing and manufacturing plant located In the City of Texas City (hereinafter called "Plant"), which generates aqueous vests covered by the Agreement. It is the Intention of Monsanto and Sterling that, as of the date of closing of the transaction (hereinafter called "Closing", presently scheduled to be August 1, 1986), Sterling will assume and undertake all rights and obligations of Monsanto under the Agreement (except as provided herein), and that Monsanto be re leased therefrom (exeept as provided herein). ASSIGNMENT NOW, THEREFORE, the parties hereto agree that, affective as of the Closing: 1. All rights and obligations of Monsanto under the Agreeaent are transferred and assigned to Sterling, with the following exceptions* a. Monsanto shall retain liability with respeet to the Agreement and all rlghta, obliga tions and liabilities with respeet thereto erielng from actions or events prior to Closing. *2- - 7 b. Monsanto shall be liable for ell pay ments to be made by it under th** Agree- ment to the extent such payments ere not ectually made by sterling in the amounts, manner and at the timea required, except that Monaanto shall have no liability vith respect to any payments required under Article VIII, other than payments for research, development end construction required for Permit compliance with respect to Monsanto* a pre-Closing deposits. 2. All rights end obligations so transferred end assigned are accepted, assumed and undertaken by Sterling. 3. The Authority and UCC recognise and accept Sterling, in piece of Monsanto, with respect to ell rights and obligations so transferred end assigned. 4. The Authority end VCC release Monsanto from all rights and obligations undsr tha Agreement, other than liability for actions or evanta occurring prior to Closing, excapt as provldad in paragraph 1(b) above. 1M WITNESS WHEREOF, the parties hereto have caused this Assignment of Supplemental Facilities Agreement to be signed as of August 1/1986 in multiple counterparts, each cf which 3- * hull C* considered an original for all purposes and vhich shall be effective as of the Closing. Attest: Secretary Attest: Assistant Secretary Attest: Assistant Secretary Attest: Assistant Secretary SSJLBSS . UNION CARBIDE CORPORATION By*____________________________ Title:________________________ Date: MONSANTO COMPANY By:____________________________ Title:________________________ Date:__________________________ STERLING CHEMICALS, INC. y:____________________________ Title:_________________ Date:_________________________ 4v ASSIGNMENT AND CONSENT AGREEMENT This Assignment snd Consent Agreement is made end-centered into es of August 1, 1986 by, between end emong Monsanto Company (hereinafter eelled Monsanto"), Sterling Chemicals, Inc. (hereinafter called "Sterling*), end the Gulf Coast Waste Disposal Authority (hereinafter called *the Authority), e conservation end reclamation district, body politic end corporate end e political subdivision of the State of Texas, created end operating under the provisions of Chapter 409, Acts of the 61st legislature of the State of Texas, Regular Session, 1969, es emended (originally codified as Article 7621d-2, Vernon's Texas Civil Statutes). RECITALS 1. The Authority is empowered to contract to receive and treat or dispose of industrial solid waste from any person. 2. Monsanto owns end operates a chemical processing and manufacturing plant located in the City of Texas City, Texas (hereinafter called "Plant"), which generates Industrial solid waste and requires access to e facility for the treatment or disposal of that waste. PP^O < 3, Tht Authority and Monsanto entered into a Contract for ths Financing, Acquisition, and Operation of an Industrial Solid Waste Disposal Facility as of the 15th day of March 1979 as clarified by Clarification Agreement dated April 12, 1979 fcollectivsly the "Contract"), whereby the Authority agreed, among other things, and under ths terms and condi tions sat forth in the Contract, to accept and treat or dispose of waste of Monsanto at a 200-acre facility per mitted for that purpose (the "Site"). 4. Monsanto and Sterling are engaged in negotiations for tht sale to Sterling of the Plant and it is the intention of Monsanto and Sterling that, as of the date of closing of the purchase and sale transaction ("Closing"), Monsanto would transfer and assign to Sterling its Interest under the Contract to the extent of 100,000 cubic yards of Monsanto's reserved disposal capacity at the Site. AGREEMENT For and in consideration of the mutual promises, covenants, obligations and benefits of this Assignment and Consent Agreement, Monsanto, Sterling, and the Authority agree as follows t I -2- `V Article 1 1*1 Monsanto hereby transfers end assigns to Sterling* and Its successors and assigns* upon Closing* its rights* obli gations* title* and Interest in and under the Contract* a copy of which is attached hereto and narked as Exhibit A, and in every clause* article or thing contained in it* to the extent of 100*000 cubic yards of Monsanto's reserved disposal capacity at the Site (the *Assigned Interest*)* but there is not assigned hereby rights of Monsanto with respect to Article 9.2(b)(1) of the Contract. 1.2 Upon Closing* and to the extent of the Assigned Interest only* Sterling accepts (a) the rights of Monsanto under the Contract on and after the date of Closing) and (b) responsibility for the obligations of Monsanto under the Contract on and after the date of Closing. 1.9 All Monsanto obligations under the Contract for activities or events occurring prior to Closing and after the Closing with respect to the Contract as it relates other than to the Assigned Interest will remain the responsibility of Monsanto. -1 1.4 Xt is understood end agreed that any offar by Sterling of any excess reserved disposal capacity under Article 3.2(b)(3) of the Contract would first be nade to Monsanto, which offer aust be accepted, if at all, in writing by Monsanto within 30 days of the offer. Such offer will then be aade to the Other Custoaers and to the Authority pursuant to the Contract. Xf both Sterling and Monsanto accept offers of excess waste disposal capacity from others, it shall be divided between them in proportions of J0/36ths and 26/36ths, respectively. Article 2 2.1 The Authority acknowledges that it has received com plete and sufficient notice of Monsanto's intent to assign the Contract to Sterling to the extent of the Assigned Interest and consents to and approves Monsanto's assignment on the terns and conditions set forth herein and in the Contract > 2.2 The Authority agrees not to exercise whatever rights it nay have under the Contract to acquire the Assigned Interest from Monsanto. -4- oo'*?r i* 2.3 The Authority agree* to aecapt Starling a* a Customer under the Contract to the extent of the Assigned Interest, and to release Monsanto from all rights and obligations transferred and assigned to Sterling. 2.4 Payments to the Authority pursuant to Article IX? of the Contract for accepting# treating or disposing of waste which would, in the absence of this Assignment, be charged to Monsanto, shall, after Closing, be charged as follows: (a) Operating Charges shall be charged pursuant to the Contract to Sterling and Monsanto in a manner which reflects the volume and character of waste received from eaeh during the billing period. |b) Capacity Charges of the type described in the first sentence of Section 3.21b)(2) shall be charged 6.S44 110/36 of 25t) to Sterling and It.06% (26/36 Of 25%) to Monsanto. (c) A Management fee as defined in the Contract (at this point egual to fit,334.00 per year) shall be paid by each of Sterling and Monsanto. fHV'CV. S- IN WITNESS WHEREOF the parties hereto Hava caused this iMignsent and Consent Agreement to be signed in Multiple counterpartst each of which will be considered an original for all purposes. At.tVeestts** Secretary ye Attests Assistant Secretary Attests Assistan Secretary 37JMBA j batet MONSANTO COMPANY y* ___________________ Title* _______________________ bates . STERLING CHEMICALS, INC. y*___________________ Title: .______________ - bate* EXHIBIT 15 AGREEMENT TO SECURE PERFORMANCE This Agreement to Secure Performance ("Agreement*) is ud* and entared into as of August 1, 1966 by and between Monsanto Company ("Monsanto'') and Starling Chamicals, Inw. ("Starling"). RECITALS 1. Monsanto and Starling ara negotiating for the sala to Starling of Monsanto's chsnicai processing and etnu- facturing plant located in Texas City, Texas ("Plant") pursuant to an asset purchase agreement ("Definitive Agreement"). She closing ("Closing") of that purchase and sale is scheduled for August 1, 1966. 2. Pursuant to "Assignment, of Supplemental Facilities Agreement Dated As Of November 1, 1973 By And Between Gulf Coast Waste Disposal Authority, Union Carbide Cor poration, Monsanto Company* ("Assignment") delivered at Closing, Monsanto will assign to Sterling certain f Its rights and obligations under the supplemental fa cilities agreement therein identified (the "Contract"). 3. In connection with that Assignment, Monsanto has agreed to maka certain payments under the Contract to Gulf fM?*' T Coast Waste Disposal Authority ("Authority*) should Starling fail to do so. 4. Pursuant to "Assignment of Monsanto Company Pipalina Facility Agraamant Dated as of November 1, 1973" to ba delivered at Closing, Monsanto will assign to Starling certain rights under the pipeline facility agreement therein identified ("Pipeline Agreement"). 5. In consideration of Monsanto's agreement to make the said payment*. Sterling has agreed to certain under takings on behalf of Monsanto and to provide certain services to Monsanto in connection with the continuing needs of Monsanto with respect to transportation and treatment of certain wastewaters. AGREEMENT For and In considers tlon of the emtual promises, covenants, obligations and bensflte of this Agreement, Monsanto and Sterling agree as follows: Article 1 Undertakings bv Sterling 1,1 Sterling agrees to comply fully with sll its assigned obligations under the Contract. 1.2 Immediately following th acquisition of tha Plant by Stirling, Sterling shall bagin and tharaaftar continuously use its bast efforts to negotiate and enter into a raw contract with the Authority and Union Carbide Corporation * (*UCC*> for the disposal of aqueous waste from the Plant, including wsstawater frosi Plant cleanup activities and from Monsanto's South 20 and North 80 sites, and which will have the effect of releasing Monsanto from its obligation# under the Assignment to sake certain payments to ths Authority should Starling fail to do so. 1.3 Tha parties recognita that one reason for tha reluc tance of tha other parties to tha Assignment to fully ralaaaa Monsanto from further obligations under tha Contract la Starling's re1stive lack of financial credibility and lack of operating history as compared to those of Monsanto. Should Starling be unable to cake arrangements for such ralassa of Monsanto upon its first attempt to do so, Starling will periodically, at reasonable intervale through out tha term of this Agreement, make additional attempts to do so whan it reasonably appears that in view cf its opera ting hiatory and continued financial stability such attempts would result in e full release of Monsanto. -3 per P 1.4 Until such tin* *s Monsanto is fully released from any furthar obligations und*r tha Contraet and Assignment, Sterling agrees that it will not, without the prior written consent of Monsanto, (a) assign, by operation of law or otherwise, the Contraet, except pursuant to contractual and financing arrangements in connection with Sterling's pur chase of the Plant, (b) amend the Contract, (c) dispose of any wastewater from any third party under the Contraet from sources other than Plant activities. 1.5 As long as Sterling is transporting vastewater to the Authority through the existing pipeline. Sterling agrees to accept into the Plant facilities and wastewater pipeline to the Authority, and to transport through Plant facilities and said pipeline, wastewater from the North 80 site as well as wastewater which might be generated from any cleanup Monsanto la obligated to undertake pursuant to the terms of the Definitive Agreement. Subject to the limitations in the Contract, including certain load and flow restrictions and the conditions of the Authority's permits, the amount of said wastewater which Sterling iw required to accept and transport is as described in Section 10.3 of the Definitive Agreement. In addition, subject to the above-mentioned limitations in the Contraet, Sterling will arrange for acceptance by the Authority of wastewater from Monsanto's -4- pfT75* South 20 sit*. The s*rvics described in this Article 1.5 shell be provided by Sterling in sceordsnce with end subject to Exhibit "A* hereto. m 1.6 Upon successful negotiation end execution by Sterling of a new contract or other arrangement with the Authority and UCC which fully releases Monsanto from all obligations under the Assignment and the Contract, only the provisions of Article 1.5 of this Agreement (and the provisions of Exhibit "A" related thereto) will continue in effect. 1.7 Until such time as Monsanto is fully released from all obligations under the Contract and Assignment with respect to any payment required pursuant to Article VI11 of the Contract, Sterling will not approve any research, develop ment, construction or capital expenditures relating to cleanup of pre-Closing deposits without the prior written approval of Monsanto. Article 2 Defaults 2.1 In the event Monsanto becomes aware that Sterling is in default in the payment of any monies due the Authority under the Contract, the Assignment or under this Agreement, Monsanto shall notify Sterling of such default and send a -5- per^o copy of ouch notice to The Chase Manhattan Bank, N. A. ("Chase") addressed as indicated in Article 6 hereof. Within sixty (60) days after receiving such notice, .Sterling shall cure such monetary default by payment to the Authority of all amounts past due and owing by Sterling. If such default is not cured within such sixty (60) day period, Monsanto shall send an additional notice of default to Chase', with a copy to Sterling. Upon receipt of said additional notice. Chase nay elect, during an additional sixty (60) day period, to cure such nonetary default by payment to the Authority of all amounts due and owing by Sterling under the Contract. If neither Chase nor Sterling cure such default, then, after the passage of one hundred eighty (160) days from the delivery of the Initial notice to Sterling, Monsanto shall have the right to elect any or all of the remedies set forth in Article 3 below. Any delay or failure by Monsanto to notify Sterling or Chase of a default as described above, shall not constitute a waiver of any rights by Monsanto with respect to that or/ any other default. 2.2 In the event Sterling is in default under the Contract or under this Agreement for reasons other than the payment of monies owed to the Authority (*non-monetary default"), Monsanto shall so notify Sterling and Sterling shall have *6* A I c sixty (60) days after raeaipt of such notlea la which to cur* auch non-monetary default. At the end of such sixty (60) day period, if Sterling has not cured such non-monetary default or. In the alternative, is not diligently and continuously prosecuting such cure, Monsanto nay sand a notice of 'such event to Chase, in which event Chase shall have sixty (60) days fron the date of receipt of such notice a to cure such non-monetary default or begin to cure auch non-monetary default and diligently and continuously prose cute such cure. Zn the event a period of one hundred-eighty (160) days elapses after the first notice to Sterling and the non-monetary default remains uncured, unless Chase or Sterling is diligently and continuously prosecuting such cure and delivers to Monsanto reasonably sufficient evidence of its financial ability to continue to diligently prosecute such cure until completion, Monsanto may elect any or all of the remedies set forth in Article 3 below. Any delay or failure by Monsanto to notify Sterling or Chase of a non monetary default aa described above, shall not constitute a vr.lver of any rights by Monsanto with respect to that or any other default. I I I II Ii I 7- T / /< Article 3 Remedies 3.1 In the event Monsanto becomes entitled to exercise its remedies under this Agreement pursuant to the preceding Article 2, Monsanto may elect any or all of the following remedies: A. Monsanto nay exercise its irrevocable power of 0* attorney hereinafter described; B. Monsanto may require Sterling to immediately terminate the Contract as and when directed by Monsanto; C. Monsanto may require Sterling to immediately reassign the Contract to Monsanto; or D. Monsanto may pursue any other remedies it may have at law or in equity based on Sterling's breech of its obligations hereunder or under the Assignment, including without limitation the remedy of speci fic performance, to which Sterling hereby con sents. 3.2 Monsanto is hereby granted an Irrevocable power of attorney, which power of attorney shall be deemed coupled with an interest, toterminate the Contract by written notice to the Authority pursuant to the termination provi sions of Article 14.04 of the Contract provided Monsanto -8- PfV'V becomes entitled to do so pursuant to Articles 2 or 4 hereof. Article 4 Term 4.1 Monsanto say require Sterling to terminate the Contract (or Monsanto may do so by exercise of its power of attorney in Article 3.2) and to terminate this Agreement ten (10) years and one (1) day after the Closing if there has oc curred during the initial ten year term of this Agreement three "Events" as defined in 4.4 below, otherwise this Agreement and the Contract shall remain in effect for an additional five (5) year period. 4.2 Similarly, Monsanto may require Sterling to terminate the Contract (or Monsanto may do so by exercise of its power of attorney in Article 3.2) and to terminate this Agreement fifteen (15) years and one (1) day after the Closing if there have occurred four "Events" during the first fifteen years of this Agreement, otherwise this Agreement and the Contract shall remain in effect for an additional five (5) year period. 4.3 If not sooner terminated, this Agreement shall ter minate twenty (20) years and one (1) day after the Closing 9- and Monsanto shall hava tha right to terminate tha Contract or hava it raassignad to Monsanto. Tha provisions of Articla 1.5 and Exhibit "A" shall surviva termination of this Agreement under this Articla or Articla 2. - 4.4 As usad in this Articla 4, an "Event* shall hava occurred whan Starling has dafaultad hereunder, Starling has not nade payments to cure such default within ninety (90) days after receipt of written notice from Monsanto, and Monsanto has bean required by tha Authority to make such payment on Starling's behalf and has dona so. Articla 5 Authority's Purchase S.l Monsanto shall be entitled to any amounts resulting from tha Authority's purchase, of Monsanto's original inter* ast in, or arising from acquisition or development of, tha Authority's Land Farm. Articla 6 Notices 6.1 Any notice required or permitted to be given under this Agreement shall bs in writing, and shall be deemed suffici ently given whan delivered in person or transmitted by telegram, or when deposited in the United States mail -10- (registered or certified) postage prepaid, to the addresses given below or sent by telex to the telex numbers forth below provided that the telex shall reflect the answer back of the receiving party: Monsanto Chemical Company Attention: President 800 N. Lindbergh Blvd. St. Louis, MO 63167 Telex No. 447282 answerback Monsanto STL The Chase Manhattan Bank, N.A. One Chase Manhattan Plaza New York, New York 10018 Sterling Chemicals, Inc. Attention: President 201 Bay Street South Texas City, Texas 77590 With copies to: Monsanto Chemical Company Attention: General Counsel 800 N. Lindbergh Blvd. St. Louis, M0 63167 John L. Bland Bracewell 6 Patterson 2900 South Tower, Pennzoil Place Houston, Texas 77002 6.2 During the term of this Agreement, the parties may change their address, telex number or answer back for receipt of notice and/or the person or position designated to receive such notice by giving notice of such change in the manner provided in this Article 6. -11- /.>/ This Agraanant has baan axacutad in nultipla countarparts as of August 1st, 1986 and shall ba affactiva for all purposas as of tha Closing. STERLING CHEMICALS, INC. * 37JDHS/Z Titla: Data: Qajjjs-i l( &geariGC MONSANTO COMPANY By*. n/fJTm, Nana: .QQti_fL. (h*H4L-------- Titla: ftf if laJQi. Data: -12- PO^'T 42ieoo n H ns stats or texas COUNTY OP NAWCCS ss s This instrument mi acloouledged beforf> 0*v _?f of STERLING CHEMICALS, -----behalf of esid corporation. te Stato of Texas gstel X,t on v cns cl * THE STATE OP TEXAS COUNTY or MAURIS s % TVhlUisi iWnPsWtruWmWeMnOt acknowledge--d- ---h--e-f-o---r-e- me on the 1st day of August, I..S...M......b. y ~ (~?. .Lu)mAcsiS/~Lf.__- - . --7 of MONSANTO COMPANY, a peiavere corporation, on oenmr or paid corporation* State of Texes cEe Name 1 '7WMC /<. ptAl+S/ My ccesaisiion expires * g# 42BSSSO -13- 00328 sr EXHIBIT "A* SERVICES * Sterling and Monsanto further agrsa as follows with respect to sarvicss to bs providad pursuant to Article 1.5 of tha Agreaaent: 1. Starling will (a) transport tha vasta waters idantifiad in Artiela 1.5 to the Authority through Plant facilities and the pipeline facilities and (b) allocate to Monsanto a portion of tha capacity for waste water treatnent allocated to Sterling at tha Authority's "Treatnent Facili ty" under the Contract, which includes the Lend Fern for sludge disposal, sufficient to handle the waste water required to be transported by Sterling. 2. Sterling will provide tha following services for tha neaauraaent and transportation of wastewater froa the North 80 and. when and if neceaaary, of groundwater fron Plant cleanupst a. receive. Siesure voluae with existing neasurlng device(s) and transport through the pipeline} b. staple such waters and conduct analyses as necessary to allocate both pipeline and treatnent P0- 5' 00329 charges from Authority between Buyer and Monsanto; and c. oparata and Maintain in good working, ordar tha faci11ties existing at Closing for tha^ purr poses sat forth in b. 3. Monsanto will: 0 a. reinbursa Starling for any semi-annual . facility charge, management fee and aarvica charges, and any other fees related to wastewater (whether pursuant to tha Contract, tha Pipeline Agreement or otherwise) assessed upon Sterling by the Authority in proportion to the quantities and qualities of each of Sterling's and Monsanto's waste water transported to the Authority in the pipeline. This reimbursement will cease once Monsanto has entered into an Agreement with th* Authority and makes payment directly to the Authority. b. pay Sterling a fee in accordance with the coat of ssrvices provisions of exhibit 17(b) to tha Definitive Agreement for Sterling's transpor tation of North BO Maters and Claanup Maters i ( 1- pen o M3& through the Plant facilities and tha Pipeline facilities. c. pay Starling for tha services daacribad In Articla 2 haraof in aceordanea with tha coat of sarvieaa provisions of Exhibit 17(b) to tha Definitive Agreement. 4.. Tha following conditions apply to tha Monsanto aqueous waste covarad by this Agreement: a. Titla to tha Monsanto aguaous vasts shall remain in Monsanto. b. North 00 vstars and cleanup waters must be compatible with tha aqueous vesta otherwise generated at the Plant by Starling and transported through tha Plant facilities and related pipeline facilities to tha Authority; itfonoant aqueous vasts must be in compliance with tha Contract; and must be suitable for acceptance by tha Authority under tha permits in affect at tha Authority's treatment facilities. 3 5. In the event that either party la randarad unable to carry out its obligations under this Exhibit A. by force aSatire other than any obligation of Monsanto to aakt payment for aarvieea previously performed whan due.and at payable hereunder, it la understood and agrtod that, on such party giving notice and reasonably full particulars of such force me 1 sure to the other party within a re;actable time after the occurrence of the cause relied upon, then the obligations of the party giving such notice, so far as they are affected by such force maieure, shall be suspended during the continuance of such force maieure, provided such party promptly and diligently pursued efforts to remedy the inability as soon as possible. 37JDHS/ZZ p<r` b -4- OOSi* EXHIBIT 24.2-2 BEEP WELL OPERATING CONDITIONS - 1985 This exhibit includes by reference ell relevant Batters set forth in the agreement and other exhibits thereto. Whereas both parties agree that certain recorded historical data describing deep veil operations for October 1985 may be inaccurate* operating data encompassing the remaining 11 months of 1985 are agreed to represent an acceptable basis for determining typical operating conditions as referred to under Article 24.2. Deep well operating data for 1985 as reported to the Texas Water Commission and recorded in AN-5 unit operating records are presented belowt WDW-91 WDW-196 Max. Infection Flow - GPM Max. Total Month. Flow - M Gal. Total Flow Inj., 1985 - M Gal. Max. Injection Pressure - psig Max. Anl. Pressure - psig 954C1* 1147 Max. Monthly Avg. % TDS Injected Max. % TDS Injected Max. pH Range Approximate Injection Interval < Ft (Screened Interval below sea level) 816 1524 COMBINED 1077 24.06 254.12 (1) WDW-91 - If as of Closing WDW-91 flow capacity cannot achieve 46 gpm at 954 psig* so long as this flow restriction continues to exist* then whenever WDW-196 has an emergency unscheduled shutdown not exceeding two weeks duration* Buyer may operate WDW-91 up to but not above any condi tion permitted by the then applicable governmental UIC permit and such ooeration will not constitute a violation of paragraph 24.2-1* but this excep tion shall not be allowed more frequently than once per calendar quarter. As of such time that WDW-91 becomes capable of operating above 46 gpm fW' ' 00333 -r... t 954 psig this exception is immediately termi nated end B yer shall promptly notify Monsanto. (2) H - pH operating conditions for purposes of Article 24.2 are expanded from 1985 historical data to allow a maximum pH operating rapge of 4.5-9.2 on a continuous basis with the .added provision that pH may be less than 4.5 for only up to 0.5%'(of operating hours) of any calendar year provided that no single occurrence exceeds eight hours. These broadened pH limits shall be moni tored by Sterling by Analysis of grab samples obtained from the injection pump feed tank (sample point 530T12) taken at least once per shift when either injection well is in service. The pH of the injected flow shall be assumed to be egual to the pH of the last pH analysis. Periods of pH excur sions shall be based on the time either injection well is in service. The 1935 Injected flow composition was comprised of aqueous process waste as typically generated by those processes and process technologies operating during that period plus stormwater runoff from curbed process areas from the follow ing manufacturing areas: Acrylonitrile (AN) Acetone Cyanohydrin (ACY) Lactic Acid Lactronitrile (LN) Tertiary-butylamine (TBA) Buyer shall return similar deep well operating data on operating conditions for each year of operation for a period of three years after each applicable year or such longer period as required by law. Monsanto shall have the right to inspect this data during normal business hours. 96JLSS1 per -2r 00344 EXHIBIT NO. 10.2 OOSBMl