CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of February 28,
1996 is by and between PROLER SUCCESSOR, INC., a Delaware corporation ("PROLER
SUCCESSOR"), and PROLER INDUSTRIES, INC. a Delaware corporation ("PROLER
INDUSTRIES").
WITNESSETH:
WHEREAS, Proler Successor owns all of the issued and outstanding Common
Stock of Proler Industries; and
WHEREAS, in connection with a restructuring of Proler International
Corp., the sole shareholder of Proler Successor, Proler International Corp.
contributed certain of its assets and businesses to Proler Successor and Proler
Successor assumed certain liabilities and obligations of Proler International
pursuant to a Contribution Agreement of even date herewith (the "PROLER
INTERNATIONAL CONTRIBUTION AGREEMENT", a copy of which is attached hereto as
EXHIBIT "A"); and
WHEREAS, Proler Successor wishes to contribute certain of the assets
and businesses contributed to it by Proler International to Proler Industries,
and wishes Proler Industries to assume certain of the liabilities and
obligations of Proler International assumed by Proler Successor;
NOW, THEREFORE, the parties hereto agree as follows:
1. CONTRIBUTION OF ASSETS TO PROLER INDUSTRIES. Proler Successor agrees
to contribute to Proler Industries those certain assets, contracts, properties,
and other rights and interests listed on SCHEDULE 1 hereto (the "CONTRIBUTED
ASSETS)", all of which were contributed to Proler Successor pursuant to the
Proler International Contribution Agreement. Proler Successor agrees to execute
and deliver such instruments, agreements, certificates, and other documents as
shall be necessary or appropriate to convey title in the Contributed Assets to
Proler Industries.
2. ASSUMPTION OF CERTAIN LIABILITIES BY PROLER INDUSTRIES. Proler
Industries agrees to assume the debts, liabilities and obligations of Proler
Successor listed in SCHEDULE 2 hereto (the "ASSUMED LIABILITIES"), all of which
were assumed by Proler Successor pursuant to the Proler International
Contribution Agreement. Proler Industries agrees to execute and deliver to
Proler Successor such agreements, instruments, and other documents necessary or
appropriate to effect and evidence its assumption of the Assumed Liabilities.
3. EFFECTIVE DATE. This Agreement shall become effective at 2:35 p.m.
on February 28, 1996, with the contribution of the Contributed Assets and the
assumption of the Assumed Liabilities to be effective as of such date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
PROLER SUCCESSOR, INC.
By: /s/ XXXXXX X. XXXXXXXX
Name: XXXXXX X. XXXXXXXXX
Title: PRESIDENT
PROLER INDUSTRIES, INC.
By: /s/ XXXXXX X. XXXXXXXXX
Name: XXXXXX X. XXXXXXXXX
Title: PRESIDENT
2
SCHEDULE 1
ASSETS CONTRIBUTED TO PROLER INDUSTRIES, INC.
MRI Corp. Intercompany Receivables
Prolerized Steel Corporation Intercompany Receivables
Proler Environmental Services, Inc. Intercompany Receivables
Proler Recycling, Inc., Intercompany Receivables
Proler Power Marketing, Inc. Intercompany Receivables
Investment in MRI Corp.
Investment in Prolerized Steel Corporation
Investment in Proler Environmental Services, Inc.
Investment in Proler Recycling, Inc.
Investment in Proler Power Marketing, Inc.
Note Receivable from Xxxxxx Industries
Houston Maintenance Parts Inventory
Work in Progress
Land located on Xxxxx Road
Land located on Coke Street
Land located on Middle Street
Real property - Liberty Road, Building & Equipment
Other Assets Held for Resale - Jacintoport Blvd.
Other Assets Held for Resale - Liberty Road
3
SCHEDULE 2
LIABILITIES ASSUMED BY PROLER INDUSTRIES, INC.
MRI Corp. Intercompany Payables
Prolerized Steel Corporation Intercompany Payables
Proler Environmental Services, Inc. Intercompany Payables
Proler Recycling, Inc., Intercompany Payables
Proler Power Marketing, Inc. Intercompany Payables
Ad Valorem Tax Liability
4
