Document x5m4BmD56Y65j141NnzEVYyZg

Vista Chemtcol Compony 900 Thr*adndl Houston, Texas 77079 1713) 588-3000 P.O- Box 1 9029 Houston, Texas 77224 Fox (713) 588-3236 January 31, 1990 Mr. Terry Thoera Manager, Environmental and Occupational Health Services 600 N. Dairy Ashford Houston, TX 77079 Dear Terry: Vista management has carefully reviewed your offers, described below, for resolution of the retained liability costs for matters related to the groundwater remediation program at the Lake Charles Chemical Complex. CONOCO BUY-OUTNCARVE OUT OFFER $1.4 million paid to Vista in exchange for a limited release Conoco retain Asset Purchase Agreement liabilities for: 1) Natural resource damage claims 2) 3rd party lawsuits - regardless of subject matter 3) Chico aquifer contamination CONOCO TERM COST-SHARING AGREEMENT -Three five year period with the following cost split: 1) 1st 5 - Conoco 60%\VISTA 40% 2) 2nd 5 - Conoco 40%\VISTA 60% 3) 3rd 5 - Conoco 20% VISTA 80% -No further liability retention by Conoco after 15 years As to the term cost-sharing offer Vista is willing to offer the following. 1st 5 years - VISTA 30%\Conoco 70% 2nd 5 years - VISTA 40%\Conoco 60% After 10 years, cost-sharing for future periods would be negotiated. An absolute end to Conoco's liability at any time earlier than provided in the Asset Purchase Agreement is not acceptable at this time. As to the Buy-out\Carve-out offer, Vista is unable to respond at this time. We have analyzed the value of the cash-out offer and believe that although the "carve-outs" offered go a long way in addressing our liability concerns, the $1.4 million offer does not provide any financial incentive to Vista based on current project WV 000001114 Hr. Terry Thoem January 31, 1990 Page 2 cose estimates. Clearly, Vista must receive some financial incentive in any buy-out scenario to assume the full responsibility for a project of such indefinite duration and potential cost. As to cost-sharing formula, please contact me after your review of Vista's counter offer and we can discuss how to proceed with this option. Our desire, as yours, is to complete these negotiations as soon as possible. Sincerely, C romas G. Grumbles, C.I.H. Environmental Quality Manager dlj bcc: R. D. Gamblin, T. H. Huffman, J. A. DeBernardi, N. C. Frost, W. L. McClain J. Friend, M. G. Hayes-LCCP VVV G00001 115 Vista/Conoco Time Line Cost Sharing Agreement Milestones Time(nos) Vista V. VCM Plant startup date 1 Feb 68 0 - Vista formation(7/20/84) i Aug 84 19B 0 1st cost sharing 1 May 86 219 10 Present time 1 Feb 90 264 25 - 1 Feb 95 324 39 - 1 Feo OO 384 48 _ 1 Feb 05 444 55 Conoco V. - ioo 90 75* ol & 52 45 OOOOOll-16