1 EXHIBIT 10.11 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as of December 19, 1996Participation Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
e) The definition of "LAPORTE FINANCING" in Section 1.01 is amended in full to read as follows: 4 4 "'LAPORTE FINANCING' means, collectively, the transactions contemplated by (i) the Amended and Restated Participation Agreement dated as of November 9,...Credit Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
andRights Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
RecitalsRights Agreement • May 31st, 2000 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AGREEMENT OFLimited Partnership Agreement • May 13th, 1999 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
GUARANTYGuaranty • March 24th, 1998 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
AND-Credit Agreement • March 24th, 1998 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Ontario
ARTICLE I THE OFFERMerger Agreement • June 8th, 1999 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Virginia
AMENDMENT NUMBER 3 TO THE CREDIT AGREEMENTCredit Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT TO PARTNERSHIP AGREEMENT BETWEEN OLIN SUNBELT, INC. AND 1997 CHLORALKALI VENTURE, INC.Partnership Agreement • March 24th, 1998 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers
Among364-Day Credit Agreement • June 8th, 1999 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
AmongCredit Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
1 EXHIBIT 10.10 SECOND AMENDED AND RESTATED LEASE dated as of December 19, 1996,Lease Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Texas
AMENDMENTCredit Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
PUT AGREEMENT -------------Put Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Kentucky
AMONGAsset Contribution Agreement • May 13th, 1999 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Texas
CONFORMED COPY U.S. $85,000,000 THIRD AMENDED AND RESTATED TRADE RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of July 31, 1997Trade Receivables Purchase and Sale Agreement • March 24th, 1998 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
AMONGParent Agreement • May 13th, 1999 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
GUARANTEE made byGuarantee • March 24th, 1998 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
1 Exhibit (C)(5) SHARE TENDER AGREEMENT This SHARE TENDER AGREEMENT (this "Agreement"), dated as of June 2, 1999, is made and entered into by and among THE GEON COMPANY, a Delaware corporation (the "Parent"), TGC ACQUISITION CORPORATION, a Virginia...Share Tender Agreement • June 8th, 1999 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Virginia
2- 2 (a) All obligations and liabilities under all leases, agreements, purchase orders, sales orders and other arrangements (including express or implied warranties, claims and other rights) assigned to Geon by Goodrich, or with respect to which...Assumption of Liabilities and Indemnification Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Ohio
EXHIBIT 10(C) THE GEON COMPANY UNCONDITIONAL AND CONTINUING GUARANTY WHEREAS, the undersigned, THE GEON COMPANY, a Delaware corporation ("Guarantor"), seeks to induce (i) OLIN SUNBELT, INC., a Delaware corporation ("OSI"), a wholly- owned subsidiary...Unconditional and Continuing Guaranty • November 12th, 1996 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
BETWEEN OLIN SUNBELT, INC. AND 1997 CHLORALKALI VENTURE, INC.Partnership Agreement • March 24th, 1998 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers
andAgreement and Plan of Consolidation • May 9th, 2000 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Ohio
TO NBD BANK TRUSTEE INDENTUREIndenture • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
BETWEENPlant Services Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Ohio
EXECUTION DOCUMENT INTERMEDIATES SUPPLY AGREEMENTIntermediates Supply Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • Kentucky
EXHIBIT 10.12 THE GEON COMPANY AMENDED AND RESTATED INSTRUMENT GUARANTY Dated as of December 19, 1996 2 AMENDED AND RESTATED INSTRUMENT GUARANTY AMENDED AND RESTATED INSTRUMENT GUARANTY, dated as of December 19, 1996 (this "Guaranty"), by THE GEON...Instrument Guaranty • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers
AMENDMENTAmendment to Parallel Purchase Agreement • March 27th, 1997 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers • New York
ARTICLE 3. TERM OF AGREEMENT -----------------Chlorine Sales Agreement • November 12th, 1996 • Geon Co • Plastic materials, synth resins & nonvulcan elastomers
