AGREEMENT OF PURCHASE AND SALE by and between ASHLAND INC. and TPG ACCOLADE, LLC

Exhibit 10.1

AGREEMENT

OF

PURCHASE AND SALE

by and between

ASHLAND INC.

and

TPG ACCOLADE, LLC

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS AND TERMS			1
Section 1.1. Definitions			1
Section 1.2. Index of Defined Terms			15
Section 1.3. Other Definitional Provisions and Construction			18
ARTICLE 2. PURCHASE AND SALE			19
Section 2.1. Purchase and Sale of Conveyed Assets			19
Section 2.2. Conveyed Assets			19
Section 2.3. Consents and Shared Contracts			21
Section 2.4. Excluded Assets of the Business			22
Section 2.5. Assumed Liabilities of the Business			23
Section 2.6. Retained Liabilities of the Business			25
Section 2.7. Purchase Price			26
Section 2.8. Purchase Price Adjustment for Net Working Capital			26
Section 2.9. Allocation of the Consideration			28
Section 2.10. Conveyance and Assumption Instruments			28
Section 2.11. Purchase Price Adjustment for Unfunded Liability			29
ARTICLE 3. CLOSING			30
Section 3.1. Closing			30
Section 3.2. Closing; Deliveries			32
ARTICLE 4. CONDITIONS TO CLOSING			33
Section 4.1. Conditions to the Obligations of Buyer and Ashland			33
Section 4.2. Conditions to the Obligations of Buyer			33
Section 4.3. Conditions to the Obligations of Ashland			34
Section 4.4. Frustration of Closing Conditions			34
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF ASHLAND			34
Section 5.1. Organization			35
Section 5.2. Authority; Binding Effect			35

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Section 5.3. Non-Contravention			35
Section 5.4. Ashland Governmental Consents and Approvals			36
Section 5.5. Financial Information			36
Section 5.6. Absence of Material Adverse Effect			36
Section 5.7. Accounts Receivable			37
Section 5.8. Real Property			37
Section 5.9. Material Contracts			37
Section 5.10. Intellectual Property Rights			39
Section 5.11. Title to Conveyed Assets			39
Section 5.12. Sufficiency of Assets			39
Section 5.13. Compliance with Laws			40
Section 5.14. Environmental Matters			40
Section 5.15. No Litigation or Orders			41
Section 5.16. Governmental Authorizations			41
Section 5.17. Taxes			41
Section 5.18. Labor Matters			42
Section 5.19. Employee Benefits			42
Section 5.20. Compliance with the Foreign Corrupt Practices Act			44
Section 5.21. Brokers			44
Section 5.22. Disclaimer of Other Representations and Warranties			45
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF BUYER			45
Section 6.1. Organization			45
Section 6.2. Authority; Binding Effect			45
Section 6.3. Non-Contravention			46
Section 6.4. Financing			46
Section 6.5. Buyer Governmental Consents and Approvals			47
Section 6.6. Certain Proceedings			48
Section 6.7. Brokers			48
Section 6.8. Sponsor Guarantee			48
Section 6.9. Buyer’s Investigation			48

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ARTICLE 7. FURTHER AGREEMENTS			48
Section 7.1. Efforts of the Parties			48
Section 7.2. Certain Governmental Matters			50
Section 7.3. Update of Schedules			52
Section 7.4. Certain Tax Matters			53
Section 7.5. Certain Employee Matters			55
Section 7.6. Financing			61
Section 7.7. Non-competition ; Non-solicitation			65
Section 7.8. Litigation Support			68
Section 7.9. Further Assurances			68
Section 7.10. Refunds and Remittances			69
Section 7.11. Replacement of Credit Support Obligations			69
Section 7.12. Access, Information and Documents			70
Section 7.13. Conduct of Business			71
Section 7.14. No Use of Ashland Retained Names			72
Section 7.15. No Shop			72
Section 7.16. Buyer Corporations			73
ARTICLE 8. TERMINATION			73
Section 8.1. Termination Events			73
Section 8.2. Effect of Termination			74
ARTICLE 9. INDEMNIFICATION			75
Section 9.1. Indemnification by Ashland			75
Section 9.2. Indemnification by Buyer			76
Section 9.3. Notice of Claims			76
Section 9.4. Third Party Claims			77
Section 9.5. Expiration			78
Section 9.6. Limitations on Amount			79
Section 9.7. Other Limitations			80
Section 9.8. Acknowledgements; Exclusive Remedy			81

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ARTICLE 10. CONDUCT OF ACTIONS RELATING TO ENVIRONMENTAL LOSSES AND OBLIGATIONS RELATING THERETO			83
Section 10.1. Standard of Performance			83
Section 10.2. Limitations			83
Section 10.3. Control, Access, Monitoring and Sampling			84
Section 10.4. Documents			84
Section 10.5. Cooperation			85
ARTICLE 11. MISCELLANEOUS			85
Section 11.1. Notices			85
Section 11.2. Amendment; Waiver			87
Section 11.3. Assignment			87
Section 11.4. Entire Agreement			87
Section 11.5. Fulfillment of Obligations			87
Section 11.6. Parties in Interest			87
Section 11.7. Public Disclosure			88
Section 11.8. Return of Information			88
Section 11.9. Expenses			88
Section 11.10. Schedules			88
Section 11.11. Governing Law; Jurisdiction			89
Section 11.12. Counterparts			89
Section 11.13. Headings			89
Section 11.14. Severability			89
Section 11.15. Governing Language			90
Section 11.16. Waiver of Jury Trial			90
Section 11.17. Specific Performance			90

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SCHEDULE LIST

Schedule 1.1(a)		Asset Selling Corporations
Schedule 1.1(b)		Additional Employees
Schedule 1.1(c)		Persons with Knowledge
Schedule 1.1(d)		Retained Specified Remediation Liabilities
Schedule 1.1(e)		Scheduled Encumbrances
Schedule 2.4(xi)		Excluded Assets
Schedule 2.8(a)		Closing Account Principles
Schedule 3.2(a)		Ashland Closing Deliveries
Schedule 3.2(b)		Buyer Closing Deliveries
Schedule 4.2(e)		Required Releases
Schedule 5.4		Ashland Governmental Consents and Approvals
Schedule 5.8(a)(i)		Owned Real Property
Schedule 5.8(a)(ii)		Owned Real Property Exceptions
Schedule 5.8(b)(i)		Real Property Leases
Schedule 5.8(b)(ii)		Real Property Lease Exceptions
Schedule 5.9(a)		Material Contracts
Schedule 5.10, Parts I-V		Intellectual Property Rights
Schedule 5.10, Part VI		Intellectual Property Rights Agreement Exceptions
Schedule 5.10(b) and (d)		Intellectual Property Rights Exceptions
Schedule 5.14		Environmental Matters Exceptions
Schedule 5.15(a)		Proceedings Exceptions
Schedule 5.16(i)		Material Governmental Authorizations Constituting Conveyed Assets
Schedule 5.16(ii)		Non-Transferable Material Governmental Authorizations
Schedule 5.17		Tax Matter Exceptions
Schedule 5.18(a)		Non-Compliance with Applicable Laws Respecting Employment
Schedule 5.18(c)		Union Contracts
Schedule 5.18(d)		Employee Termination Exceptions
Schedule 5.19(a)		Seller Benefit Plans
Schedule 5.19(f)		Termination or Partial Termination of Seller Benefit Plans
Schedule 5.19(g)		Payments Conditioned upon the Consummation of the Contemplated Transactions
Schedule 5.19(h)		Equity Compensation Plans
Schedule 5.19(j)		Proceedings against Seller Benefit Plans
Schedule 6.5		Buyer Governmental Consents and Approvals
Schedule 7.5(a)		Employees
Schedule 7.5(b)		European Employees
Schedule 7.5(d)		Changes to Seller Benefit Plans
Schedule 7.5(f)		Severance Obligations
Schedule 7.5(q)		Transferred Non-U.S. Ashland Pension Plans
Schedule 7.7		Prohibited Acquisitions

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Schedule 7.11(a)-i		Credit Support Obligations
Schedule 7.11(a)-ii		Credit Support Obligations for Retained Remediation Liabilities
Schedule 7.13		Conduct of Business Exceptions
Schedule 7.16		Foreign Jurisdictions

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EXHIBITS

Exhibit A		Ashland Warehousing and Services Agreement
Exhibit B		Buyer Warehousing and Services Agreement
Exhibit C		Distributor Agreement
Exhibit D		Dublin License
Exhibit E		Environmental Services Agreement
Exhibit F		Material Purchase Agreement
Exhibit G		Reverse Transition Services Agreement
Exhibit H		Transition Services Agreement

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AGREEMENT OF PURCHASE AND SALE

This Agreement of Purchase and Sale is made and entered into as of the 5th day of November, 2010 by and between Ashland Inc., a corporation organized under the laws of Kentucky, having its principal place of business at 00 Xxxx XxxxxXxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (“Ashland”); and TPG Accolade, LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000 (“Buyer”).

W I T N E S S E T H:

WHEREAS, Ashland and the Asset Selling Corporations (as defined below) are engaged in the Business (as defined below);

WHEREAS, Ashland and the Asset Selling Corporations own the Conveyed Assets (as defined below); and

WHEREAS, the parties hereto desire that (a) Ashland sell and transfer, and cause the Asset Selling Corporations to sell and transfer, to Buyer, and Buyer purchase and acquire, and cause the Buyer Corporations (as defined below) to purchase and acquire, all of the Conveyed Assets from Ashland and the Asset Selling Corporations and (b) Buyer and the Buyer Corporations assume all of the Assumed Liabilities (as defined below), in each case upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the promises and the mutual covenants and undertakings contained herein, subject to and on the terms and conditions herein set forth, and intending to be bound hereby, the parties agree as follows:

ARTICLE 1.

DEFINITIONS AND TERMS

Section 1.1. Definitions.

As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

“Accounts Payable” shall mean (i) all trade accounts payable and other payment obligations to suppliers of the Business (excluding intercompany trade accounts and notes payable to Ashland or any of its Affiliates) and the obligation in respect of all security for such accounts and payment obligations, including all trade accounts payable representing amounts payable in respect of goods shipped or products sold or services rendered; (ii) all other accounts and notes payable of the Business (excluding intercompany accounts and notes payable to Ashland or any of its Affiliates) and the obligation in respect of all security for such accounts and notes; and (iii) any obligations or Liability related to any of the foregoing, in each case excluding any such items that are excluded from Accounts Payable in accordance with the Closing Account Principles.

“Accounts Receivable” shall mean (i) all trade accounts receivable and other rights to payment from customers (excluding intercompany trade accounts and notes receivable from Ashland or any of its Affiliates), in each case to the extent relating to the Business, and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Business; (ii) all other accounts and notes receivable of the Business (excluding intercompany accounts and notes receivable from Ashland or any of its Affiliates) and the full benefit of all security for such accounts and notes; and (iii) any claims, remedies and other rights related to any of the foregoing, in each case excluding any such items that are excluded from Accounts Receivable in accordance with the Closing Account Principles.

“Accrued Vacation” shall mean all Liability for Transferred Employees for accrued vacation as of the Closing Date determined in accordance with the Closing Account Principles.

“Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such specified Person at any time during the period for which the determination of affiliation is being made. The term “control” (including, with correlative meaning, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any specified Person, means the possession, directly or indirectly, of the power to elect a majority of the board of directors (or other governing body) or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreed Closing Account” shall mean (i) if no notice of Disputed Items is delivered by Buyer within the period provided in Section 2.8(b), the Closing Account as prepared by Ashland, or (ii) if such a notice of Disputed Items is delivered by Buyer in accordance with Section 2.8(b), either (x) the Closing Account as agreed to in writing by Ashland and Buyer, or (y) the Closing Account as adjusted in accordance with the Independent Accountant’s report delivered pursuant to Section 2.8(c).

“Agreed Unfunded Liability” shall mean the Unfunded Liability as agreed to by the parties pursuant to the procedures set forth in Sections 2.11(a), (b) and (c), reduced by any benefit payments made by Ashland or its Affiliates from the Closing Date to the date of such payment to the extent not reimbursed by Buyer under the Transition Services Agreement.

“Agreement” shall mean this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“Allocated Accounts Payable” shall mean any third-party Accounts Payable relating to more than one Ashland business unit, to the extent such Accounts Payable are allocated to the Business and excluded from Net Working Capital, consistent with the Closing Accounts Principles.

“Allocated Accounts Receivable” shall mean any third-party Accounts Receivable relating to more than one Ashland business unit, to the extent such Accounts Receivable are allocated to the Business and excluded from Net Working Capital, consistent with the Closing Accounts Principles.

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“Ancillary Agreements” shall mean the Commercial Agreements, Implementing Agreements, Transition Agreements and all other agreements, documents and instruments executed and delivered in connection with the transactions contemplated by this Agreement.

“APBO” shall have the meaning set forth in the definition of Unfunded Liability.

“Ashland Warehousing and Services Agreement” shall mean the warehousing and services agreement, substantially in the form of Exhibit A, to be dated as of the Closing Date providing for Ashland to provide certain warehousing space, storage and service to Buyer and certain of its Affiliates at designated locations maintained by Ashland.

“Asset Selling Corporations” shall mean those entities listed on Schedule 1.1(a).

“Business” shall mean the business conducted by the segment of Ashland known as “Ashland Distribution,” wherever and in the manner conducted on the Closing Date by Ashland and the Asset Selling Corporations, including the provision of the following products and services:

(i) The distribution, blending, packaging and marketing of specialty and industrial chemicals, additives and solvents, to industrial users, including those in the following industries: paint and coatings, personal care, inks, adhesives, polymer, rubber, industrial and institutional compounding, automotive, appliance, oil and gas and paper industries;

(ii) The distribution, packaging and marketing of polyester thermoset resins, fiberglass and other specialty reinforcements, catalysts and allied products;

(iii) The compounding, distribution, packaging and marketing of thermoplastic resins, including specialized technical service to processors; and

(iv) The collection, recovery, recycling and disposal of hazardous and non-hazardous waste,

in each case as described as the “Ashland Distribution” segment in the Annual Report on Form 10-K of Ashland for the fiscal year ended September 30, 2009.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York, U.S.A., are authorized or obligated by Law or executive order to close.

“Buyer Corporations” means those entities to be formed by Buyer prior to the Closing for the purpose of purchasing the Conveyed Assets and assuming the Assumed Liabilities and to which the rights of Buyer to purchase the Conveyed Assets and assume the Assumed Liabilities hereunder shall be assigned in accordance with Section 11.3.

“Buyer Material Adverse Effect” shall mean any effect or change that is or would reasonably be expected to be materially adverse to the ability of Buyer to consummate the Contemplated Transactions or to perform its obligations under this Agreement and the Ancillary Agreements.

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“Buyer Warehousing and Services Agreement” shall mean the warehousing and services agreement, substantially in the form of Exhibit B, to be dated as of the Closing Date providing for Buyer to provide certain warehousing space, storage and service to Ashland and certain of its Affiliates at designated locations maintained by Buyer.

“Cash Equivalents” shall mean cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of Indebtedness issued or guaranteed by any Governmental Authority.

“CERCLA” shall have the meaning set forth in the definition of Environmental Law.

“Closing” shall mean the closing of the Contemplated Transactions.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commercial Agreements” shall mean the Distributor Agreement, the Ashland Warehousing and Services Agreement, the Buyer Warehousing and Services Agreement, the Material Purchase Agreement, the Dublin License, the Environmental Services Agreement and all other commercial agreements, documents and instruments executed and delivered in connection with the transactions contemplated by this Agreement.

“Competition Laws” shall mean Laws that are designed or intended to prohibit, restrict or regulate actions, including transactions, acquisitions and mergers, having the purpose or effect of creating or strengthening a dominant position, monopolization, lessening of competition or restraint of trade.

“Confidentiality Agreement” shall mean the Confidentiality Agreement between Ashland and Buyer, dated July 30, 2010.

“Consideration” shall mean the combined value of the Purchase Price (as it may be adjusted pursuant to Section 2.8) plus the Assumed Liabilities.

“Contemplated Transactions” shall mean all of the transactions to be carried out in accordance with this Agreement, including the purchase and sale of the Conveyed Assets, the assumption of the Assumed Liabilities and the performance by the parties of their other obligations under this Agreement, and the execution, delivery and performance of the Ancillary Agreements.

“Contract” shall mean any agreement, contract, lease, license, obligation, promise or undertaking (whether written or oral and whether express or implied) that is or is intended to be legally binding.

“Conveyed Assets” shall have the meaning set forth in Section 2.2, it being understood that the Conveyed Assets do not include the Excluded Assets.

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“Conveyed Real Property Rights” shall mean Ashland’s or the applicable Asset Selling Corporation’s right, title and interest in rights of way, easements and licenses on or appurtenant to any Conveyed Real Property.

“Copyrights” shall have the meaning set forth in the definition of Intellectual Property Rights.

“Credit Support Obligations” shall mean letters of credit, guarantees, surety bonds and other credit support instruments issued by Ashland or any of its Affiliates or third parties on behalf of Ashland with respect to the Business.

“Distributor Agreement” shall mean the distributor agreement, substantially in the form of Exhibit C, to be dated as of the Closing Date providing for certain distribution services to be provided to Ashland and certain of its Affiliates by Buyer or an Affiliate of Buyer.

“DOJ” shall mean the United States Department of Justice.

“Dublin License” shall mean the license agreement, substantially in the form of Exhibit D, to be dated as of the Closing Date providing Employees at Ashland’s facility in Dublin, Ohio with facility access, use of office and space and certain services related thereto.

“Effective Time” shall mean, with respect to each jurisdiction in which any Conveyed Assets are transferred to, and any Assumed Liabilities are assumed by, Buyer or the applicable Buyer Corporation, 11:59 p.m. local time in such jurisdiction on the Closing Date.

“Employee” shall mean (i) any individual who, as of the Closing Date, is an employee of Ashland or any Asset Selling Corporation (other than an employee of a corporate resource group) who is charged exclusively to a Business cost center and (ii) any individual listed on Schedule 1.1(b). An individual who would otherwise satisfy this definition and who is absent from active employment on the Closing Date on account of vacation, ordinary sick leave reasonably expected to result in an absence of short duration, leave under the U.S. federal Family and Medical Leave Act or leave under any similar U.S. state Law, leave under any local Law which preserves reemployment rights for the individual or any other reason that is temporary in nature, shall be an “Employee” hereunder.

“Employee Benefit Plan” shall mean any (i) Employee Pension Benefit Plan, (ii) Employee Welfare Benefit Plan, (iii) nonqualified deferred compensation retirement plan or arrangement, or (iv) any agreement, plan, program, fund, policy, contract or arrangement providing compensation, pension, retirement, superannuation, profit sharing, thirteenth month, severance, termination indemnity, redundancy pay, bonus, incentive compensation, group insurance, death benefit, health, cafeteria, flexible benefit, medical expense reimbursement, dependent care, stock option, stock purchase, stock appreciation rights, savings, consulting, vacation pay, holiday pay, life insurance, or other employee benefit or fringe benefit plan, program or arrangement covering any Employee, and the beneficiaries and dependents of any Employee, regardless of whether it is private, funded, unfunded, financed by the purchase of insurance, contributory or non-contributory. For the avoidance of doubt, Union Contracts (as defined in Section 5.18) and other union and collective bargaining agreements and employee consultation or similar agreements are excluded from the definition of Employee Benefit Plan.

5

“Employee Pension Benefit Plan” shall have the meaning set forth in Section 3(2) of ERISA.

“Employee Welfare Benefit Plan” shall have the meaning set forth in Section 3(1) of ERISA.

“Encumbrance” shall mean any charge, claim, lien (statutory or otherwise), option, pledge, right of usufruct, shop right, security interest, mortgage, deed of trust, deed to secure debt, right of first refusal, right of first offer or other restriction or encumbrance of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, or the equivalent of each of the foregoing in the applicable jurisdiction.

“Environmental Law” shall mean Laws or Orders of any Governmental Authority relating to pollution or protection of the environment or natural resources (including the generation, use, storage, management, treatment, transportation, disposal, presence, Release or threatened Release of any Hazardous Material) or occupational health and safety, such as the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; the Marine Protection, Research and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to- Know Act, and Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste Policy act of 1982, 42 U.S.C. Section 10101 et seq.

“Environmental Liability” shall mean any Liability, loss, demand, claim or cost, contingent or otherwise (including any liability for judgments, orders, damages, costs of investigation, remediation or monitoring, medical monitoring, natural resources damages, fines, penalties, professional fees or settlements), and relating to, arising under or resulting from (i) any actual or alleged (x) compliance or noncompliance with any Environmental Law or Governmental Authorization issued thereunder, (y) generation, use, storage, management, treatment, transportation, or disposal of any Hazardous Material or (z) presence, Release or threatened Release of any Hazardous Material or (ii) any Contract, Proceeding or Order pursuant to which Liability, loss, demand, claim or cost is assumed or imposed with respect to any of the foregoing.

“Environmental Notice” shall mean any written complaint, citation, notice, demand or claim arising from or regarding any actual or alleged noncompliance with any Environmental Law or Governmental Authorization issued thereunder or any potential responsibility for assessment, response, removal, remediation, corrective action or monitoring costs under CERCLA or any similar state law, including such notice from the EPA or any Governmental Authority charged with enforcing Environmental Law, whether in the United States or a foreign jurisdiction.

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“Environmental Services Agreement” shall mean the environmental services agreement, substantially in the form of Exhibit E, to be dated as of the Closing Date providing for certain environmental services to be provided by Buyer and certain of its Affiliates to Ashland and certain of its Affiliates.

“EPA” shall mean the United States Environmental Protection Agency.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“EU Merger Regulation” shall mean Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, 2004 at L 24/1).

“European Commission” shall mean the Commission of the European Union.

“Financing Sources” means the Persons that have committed to provide or otherwise entered into agreements to provide the Debt Financing or other alternative debt financings as permitted by this Agreement in connection with the transactions contemplated hereby and any arrangers thereof, including the parties to the financing commitments in the Debt Commitment Letter and in any joinder agreements, credit agreements or other financing agreements relating thereto. For purposes of Sections 8.2(a), 8.2(d), 8.2(e), 11.6, 11.11 and 11.16, “Financing Sources” shall also include any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any Financing Source.

“FTC” shall mean the United States Federal Trade Commission.

“GAAP” shall mean generally accepted accounting principles and practices in effect in the United States from time to time.

“Governmental Authority” shall mean any supranational, national, federal, state, regional, provincial, local or municipal administrative, judicial, legislative, executive, regulatory, police or taxing government or governmental or quasi-governmental authority of any nature, including any agency, branch, bureau, department, official or entity or any court or other tribunal, whether domestic or foreign.

“Governmental Authorizations” shall mean all licenses, permits, consents, certificates, exemptions, registrations, waivers and other authorizations and approvals required to carry on the Business as conducted as of the date of this Agreement, under applicable Laws of any Governmental Authority.

“Hazardous Material” shall mean any material, substance or waste defined or regulated in relevant form, quantity or concentration as hazardous or toxic or as a pollutant or contaminant (or words of similar import) pursuant to any Environmental Law, including any petroleum, waste oil or petroleum constituents or by-products.

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“HSR Act” shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Implementing Agreements” shall mean the business transfer agreements, the intellectual property transfer agreements/assignments, and all other agreements, documents and instruments to be executed by Ashland, the Asset Selling Corporations and Buyer, the Buyer Corporations or any of their respective Affiliates, at or after the Closing for the purpose of implementing the transfer and conveyance on the Closing Date, or as soon thereafter as can be effected, of the Conveyed Assets to Buyer or the Buyer Corporations by Ashland and the Asset Selling Corporations and/or the assumption by Buyer or the Buyer Corporations of the Assumed Liabilities.

“Indebtedness” of any Person shall mean, without duplication, (i) all obligations of such Person for money borrowed; (ii) all obligations of such Person evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (iii) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance, guarantee or similar credit transaction; and (iv) guarantees by such Person of any of the foregoing.

“Intellectual Property Rights” shall mean all intellectual property used exclusively in the Business, whether owned by or licensed to Ashland or any Asset Selling Corporation, including:

(v) those patents and patent applications (including any divisions, continuations, continuations-in-part, extensions, reexamined versions or reissues thereof) whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn or resubmitted listed on Schedule 5.10, Part I (“Patents”);

(vi) those trademarks (including trade dress), service marks, logos or tradenames, whether registered or unregistered, and all registrations, renewals and applications for registration thereof listed on Schedule 5.10, Part II (“Trademarks”);

(vii) all copyrights and moral rights, whether or not registered, for any works of authorship used exclusively in the Business, including those listed on Schedule 5.10, Part III (“Copyrights”);

(viii) all trade secrets, confidential business information and other proprietary information (including concepts, ideas, designs, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, drawings, methods, know-how, technical data and databases, discoveries, inventions, rights in research and development, formulas, modifications, extensions, improvements and other proprietary rights) (“Trade Secrets”), in each case used exclusively in the Business;

(ix) those computer software programs, including all source code, object code, and documentation related thereto, listed on Schedule 5.10, Part IV (“Software”);

8

(x) those domain names, domain name registrations and web pages listed on Schedule 5.10, Part V;

(xi) all licenses, sublicenses and other agreements related to the property described in subsections (i)-(vi), unless listed on Schedule 5.10, Part VI; and

(xii) the right to xxx and collect damages for past infringement or dilution with respect to any of the foregoing.

“Interest Rate” shall mean the United States Federal Funds Rate plus 1.25% (125 basis points).

“IRS” shall mean the United States Internal Revenue Service.

“Inventory” shall mean (i) all inventory exclusively used in the Business held for sale exclusively to customers of the Business, including thermoplastic resins, thermoset resins and ancillary products, specialty and industrial chemicals, spare parts, raw materials, containers, packaging and packaging supplies and work-in-process, and (ii) any and all rights to the warranties received from suppliers with respect to such inventory (to the extent assignable) and related claims, credits, rights of recovery and set off with respect thereto, in each case excluding any such items that are excluded from Inventory in accordance with the Closing Account Principles.

“Knowledge” shall be deemed, in the case of the representations and warranties of Ashland in Article 5, to mean actual awareness by one or more of the individuals set forth on Schedule 1.1(c) of such fact or matter and, in all other cases, actual awareness by a Person of a particular fact or matter.

“Law” shall include any supranational, national, federal, state, regional, provincial, local or municipal constitution, treaty, law, statute, ordinance, rule, regulation, directive or decree, as amended as of the date hereof, whether in the United States or a foreign jurisdiction.

“Legal Restraint” shall mean any temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Authority.

“Liabilities” shall mean any and all debts, liabilities and obligations, of whatever kind or nature, primary or secondary, direct or indirect, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

“Marketing Period” shall mean the first period of 20 consecutive Business Days after the date of this Agreement, beginning on the date of delivery of the Required Information (together with the authorization letter referred to in Section 7.6(d)(x), if requested by Buyer prior to the date of delivery of the Required Information) and throughout which (i) Buyer shall have the Required Information and (ii) the conditions set forth in Section 4.1 have been satisfied (other than the condition set forth in Section 4.1(d) and other than conditions that by their nature can only be satisfied at Closing or that are capable of being satisfied at Closing without any further action by Ashland or any third party or Governmental Authority) and nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 4.2 to fail to be

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satisfied assuming the Closing were to be scheduled for any time during such 20 Business Day period; provided that if the Marketing Period has not ended prior to December 23, 2010, the Marketing Period shall be deemed not to have commenced until January 3, 2011 for any purpose hereunder. Notwithstanding the foregoing, the “Marketing Period” shall be deemed not to have commenced if (A) prior to the completion of such 20 Business Day period, PricewaterhouseCoopers LLP or Ernst & Young LLP, as applicable, shall have withdrawn its audit opinion with respect to any of the financial statements contained in the Required Information; (B) the financial statements included in the Required Information that is available on the first day of any such 20 consecutive day period would not be sufficiently current on any day during such period to satisfy the requirements under Rule 3-12 of Regulation S-X for a registration statement using such financial statements to be declared effective by the SEC on the last day of such period, in which case the Marketing Period shall not be deemed to commence until the receipt by Buyer of updated Required Information that would be required under Rule 3-12 of Regulation S-X to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such 20 consecutive day period; or (C) Ashland shall have publicly announced any intention to restate any material financial information included in the Required Information or that any such restatement is under consideration, in which case the Marketing Period shall be deemed not to commence at the earliest unless and until such restatement has been completed and the affected Required Information has been amended or Ashland has determined that no restatement will be required. Notwithstanding the foregoing, the Marketing Period shall be suspended in the event that at any time during such Marketing Period the conditions set forth in Section 4.1, other than the condition set forth in Section 4.1(d), shall not be satisfied, in which case such Marketing Period shall resume at such time, if any, that such conditions are satisfied and shall expire upon the date that is the later of (x) five (5) consecutive Business Days after the date of such resumption and (y) the number of consecutive days (including the date of suspension) remaining in such Marketing Period on the date of suspension. Notwithstanding anything to the contrary in the definition of Business Day, neither November 24, 2010 nor November 26, 2010 shall be considered a Business Day for purposes of determining the Marketing Period. Notwithstanding the provisions of this paragraph, the Marketing Period shall end on any earlier date on which the Debt Financing is consummated.

“Material Adverse Effect” shall mean any effect or change that is or would reasonably be expected to be materially adverse to (a) the assets, financial condition or results of operations of the Business taken as a whole or (b) the ability of Ashland to consummate the Contemplated Transactions or to perform its obligations under this Agreement and the Ancillary Agreements; provided, however, that none of the following shall be deemed (either alone or in combination) to constitute, and none of the following shall be taken into account in determining whether there has been, such a Material Adverse Effect:

(i) any failure on the part of the Business to meet internal, published or other estimates, predictions, projections or forecasts of revenue, net income or any other measure of financial performance (it being understood that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excludable may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect), or

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(ii) any adverse change or effect (including any litigation, loss of employees, cancellation of or delay in customer orders, reduction in revenue or net income or disruption of business relationships) arising from or attributable or relating to (u) the negotiation, execution, announcement or pendency of any of the transactions contemplated hereby, (v) conditions affecting any industry, industry sector or geographic sector in which the Business operates or participates, the United States economy or securities, credit or financial markets or any foreign economy or the securities, credit or financial markets in any location where the Business has operations or sales, (w) any changes in generally accepted accounting principles or applicable laws or regulations, (x) any natural disaster or any act or threat of terrorism or war (whether or not declared) anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing, (y) compliance with the terms of, or the taking of any action required or otherwise contemplated by, this Agreement, or (z) any action of Ashland or any Asset Selling Corporation taken or not taken at the request of or with the approval of Buyer or any of its Affiliates and that, with respect to clauses (v), (w) and (x), in each case do not materially disproportionately affect the Business as compared to other participants in the industry of the Business.

“Material Purchase Agreement” shall mean the material purchase agreement, substantially in the form of Exhibit F, to be dated as of the Closing Date providing for the purchase by Ashland and certain of its Affiliates of certain chemicals and raw materials from Buyer or an Affiliate of Buyer.

“Net Working Capital” as of a given date, shall mean (a) the sum of Inventory, Accounts Receivable (other than Allocated Accounts Receivable) and Prepaid Expenses minus (b) the sum of the Accounts Payable (other than Allocated Accounts Payable) and Accrued Vacation.

“NLRB” shall mean the National Labor Relations Board of the United States.

“Off-Site Location” means any location other than any Conveyed Real Property and any real property that is an Excluded Asset (as set forth in Section 2.4(a)(v)) where Hazardous Materials were Released by or on behalf of the Business or in connection with the operation of the Business.

“Order” shall mean any order, writ, judgment, injunction, decree, ruling, assessment, stipulation, determination or award entered by or with any court or other Governmental Authority or arbitrator.

“Other Retained Remediation Liabilities” shall mean any Liability (other than any Liability relating to human exposure to Hazardous Materials) for any assessment, response, removal, remediation, corrective action or any related monitoring activity at any Conveyed Real Property or any Off-Site Location to address a Release of any Hazardous Material occurring prior to the Closing Date not described on Schedule 1.1(d) (or, with respect to the sites listed on Exhibit A to Schedule 1.1(d), not identified in the written notice received prior to the Closing Date that gave rise to the Liability) which is necessary to comply with Environmental Law or any applicable Contract with any Governmental Authority, including meeting applicable clean-up standards or obtaining a No Further Action Letter, Letter of Completion or other written communication of similar import from any Governmental Authority with primary jurisdiction over the relevant matter, other than the Retained Specified Remediation Liabilities.

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“Patents” shall have the meaning set forth in the definition of Intellectual Property Rights.

“PBO” shall have the meaning set forth in the definition of Unfunded Liability.

“Permitted Encumbrances” shall mean (i) statutory Encumbrances arising out of operation of Law with respect to a Liability incurred in the ordinary course of business consistent with prior practice and which is not delinquent or is being actively contested in good faith, (ii) Encumbrances and other imperfections of title that do not materially detract from the value or materially impair the use of the property subject thereto, (iii) liens for current period Taxes not yet subject to penalties for nonpayment or Taxes which are being actively contested in good faith or (iv) mechanics’, materialmens’, carriers’, workmens’, warehousemens’, repairmens’, landlords’ or other like liens and security obligations with respect to Liabilities that are not delinquent or are being actively contested in good faith.

“Person” shall mean an individual, a corporation, a general or limited partnership, a limited liability company, an association, a trust, other legal entity or organization or Governmental Authority.

“Post-Closing Date Tax Period” shall mean all Tax periods beginning after the Closing Date and the portion of any Straddle Tax Period beginning after the Closing Date.

“Pre-Closing Date Tax Period” shall mean all Tax periods ending on or before the Closing Date and the portion of any Straddle Tax Period ending on the Closing Date.

“Prepaid Expenses” shall mean all prepaid expenses to the extent relating to the Business or the Conveyed Assets, as of the Closing Date, and all claims for refunds and rights to set-off in respect thereof (other than prepaid expenses with respect to the Excluded Assets), in each case excluding any such items that are excluded from Prepaid Expenses in accordance with the Closing Account Principles.

“Proceeding” shall mean any action, arbitration, audit, claim, hearing, investigation, litigation or suit (whether civil, commercial, administrative, criminal, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving any Governmental Authority or arbitrator.

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, pumping, placing, discarding, abandoning, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).

“Retained Litigation Liabilities” shall mean (a) Retained Litigation Product Liabilities and (b) Retained Litigation Non-Product Liabilities.

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“Retained Litigation Non-Product Liabilities” shall mean any Liability other than any Retained Litigation Product Liability in respect of any Proceeding, whether commenced before, on or after the Closing Date, to the extent arising out of or relating to any Conveyed Asset or the operation or conduct of the Business prior to the Closing Date.

“Retained Litigation Product Liabilities” shall mean any Liability in respect of any Proceeding, whether commenced before, on or after the Closing Date, and arising out of or relating to any injury or death to an individual (other than any current or former employee of the Business, to the extent covered or barred by workers compensation) or damage or destruction to property to the extent (a) resulting from exposure prior to the Closing Date to Hazardous Materials in connection with the manufacture, sale or distribution in commerce of any product by Ashland or any Asset Selling Corporation and (b) related to the Conveyed Assets or the operation or conduct of the Business prior to the Closing Date.

“Retained Non-U.S. Ashland Pension Plan” means any pension plan sponsored or maintained by Ashland or any Asset Selling Corporation for the benefit of Employees principally employed outside the United States with respect to which Ashland is not required by applicable Law to transfer pension Liabilities to Buyer, a Buyer Corporation or a pension plan sponsored or maintained by Buyer or a Buyer Corporation in connection with the Contemplated Transactions.

“Retained Remediation Liabilities” shall mean the Retained Specified Remediation Liabilities and the Other Retained Remediation Liabilities.

“Retained Specified Remediation Liabilities” shall mean any Liability (other than any Liability relating to human exposure to Hazardous Materials) for any assessment, response, removal, remediation, corrective action or any related monitoring activity at any Conveyed Real Property or any Off-Site Location to address a Release of any Hazardous Material occurring prior to the Closing Date and described on Schedule 1.1(d) (or, with respect to the sites listed on Exhibit A to Schedule 1.1(d), identified in the written notice received prior to the Closing Date that gave rise to the Liability), which is necessary to comply with Environmental Law or any applicable Contract with any Governmental Authority, including meeting applicable clean-up standards or obtaining a No Further Action Letter, Letter of Completion or other written communication of similar import from any Governmental Authority with primary jurisdiction over the relevant matter.

“Reverse Transition Services Agreement” shall mean the reverse transition services agreement, substantially in the form of Exhibit G, to be dated as of the Closing Date providing for Buyer to supply certain functional and transactional support services at the same level of service performed as of the Closing Date to Ashland and certain of its Affiliates to facilitate uninterrupted operation of the business units of Ashland (other than the Business).

“SEC” shall mean the United States Securities and Exchange Commission.

“Scheduled Encumbrances” shall mean the Encumbrances set forth on Schedule 1.1(e).

“Seller Benefit Plan” shall mean, as at the Closing Date, each Employee Benefit Plan that is sponsored, maintained, contributed to or required to be contributed to by Ashland or any Asset Selling Corporation for the benefit of any Employee or in which any Employee participates other

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than: (i) a plan, program or arrangement required to be maintained or contributed to by the Laws of the jurisdiction in which the Employee is working, or (ii) a governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an Employee.

“Software” shall have the meaning set forth in the definition of Intellectual Property Rights.

“Straddle Tax Period” shall mean any complete Tax period that includes but does not end on the Closing Date.

“Tax” or “Taxes” shall mean all taxes, charges, duties, fees, levies, imposts, licenses, registration fees, or other assessments including income, corporation, excise, property, sales, use, value-added, gross receipts, profits, gains, license, withholding (with respect to compensation or otherwise), payroll, employment, unemployment, disability, wealth, welfare, net worth, capital gains, purchase, transfer, stamp, ad valorem, conveyance, severance, production, registration, social security, environmental, occupation, franchise, alternative minimum, estimated, or other similar taxes imposed by any Taxing Authority, and including any interest, penalties or addition thereto.

“Tax Law” shall mean any Law relating to the imposition of any Tax.

“Tax Return” shall mean any return, declaration (including any declaration of estimated Taxes), report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” shall mean any Governmental Authority exercising any authority to impose, regulate or administer the imposition of Taxes.

“TOGC” shall mean the transfer by Ashland or any Asset Selling Corporation of a totality of assets or part thereof within the meaning of Article 19 of the European Union Council Directive 2006/112/EC that is not subject to VAT by virtue of the relevant Tax Law of an EU member state implementing such article .

“Trademarks” shall have the meaning set forth in the definition of Intellectual Property Rights.

“Trade Secrets” shall have the meaning set forth in the definition of Intellectual Property Rights.

“Transferred Non-U.S. Ashland Pension Plan” means any pension plan sponsored or maintained by Ashland or any Asset Selling Corporation for the benefit of Employees principally employed outside the United States with respect to which Ashland is required by applicable Law to transfer pension Liabilities to Buyer, a Buyer Corporation or a pension plan sponsored or maintained by Buyer or a Buyer Corporation in connection with the Contemplated Transactions, including the pension plans listed on Schedule 7.5(q).

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“Transition Agreements” shall mean the Transition Services Agreement, the Reverse Transition Services Agreement and all other transition agreements, documents and instruments executed and delivered in connection with the transactions contemplated by this Agreement.

“Transition Services Agreement” shall mean the transition services agreement, substantially in the form of Exhibit H, to be dated as of the Closing Date providing for Ashland to supply certain functional and transactional support services at the same level of service performed as of the Closing Date to Buyer to facilitate uninterrupted operation of the Business.

“Treasury Regulation” shall mean the treasury regulations promulgated under the Code, as amended.

“VAT” shall mean (i) any value-added Tax imposed by any member state of the EU in accordance with the European Union Directives 67/227 and 77/388, as amended from time to time, or (ii) any similar value-added Tax imposed by any jurisdiction outside the EU.

Section 1.2. Index of Defined Terms.

As used in this Agreement, the following terms shall have the meanings assigned to them in the respective locations set forth below:

Term		Location
Accounts Receivable Securitization Facility		Section 7.1(d)
Acquisition Transaction		Section 7.15
Actuarial Mediator		Section 2.11(c)
Adjusted Purchase Price		Section 2.8(d)
Aggregate Cap		Section 9.6(d)
Alternate Financing		Section 7.6(c)
ASC Transferred Employee		Section 7.5(c)
Ashland		Preamble
Ashland Indemnitees		Section 9.2
Asset Allocations		Section 2.9
Assumed Contracts		Section 2.2(e)
Assumed Employee Liabilities		Section 2.5(i)
Assumed Liabilities		Section 2.5
Assumed Tax Liabilities		Section 2.5(k)
Basket		Section 9.6(a)
Blended Chemicals		Section 7.7(g)
Buyer		Preamble
Buyer Fee		Section 8.2(b)
Buyer Indemnitees		Section 9.1
Buyer’s 401(k) Plan		Section 7.5(l)
Ceiling		Section 9.6(a)
Chemicals		Section 7.7(g)
Closing Account		Section 2.8(a)
Closing Account Principles		Section 2.8(a)
Closing Date		Section 3.1(a)

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Term		Location
Closing Date Amount		Section 2.7
Commitment Letters		Section 6.4(a)
Competitive Activity		Section 7.7(b)
Continuing Credit Support Obligations		Section 7.11(d)
Conveyed Assets		Section 2.2
Conveyed Real Property		Section 2.2(a)
CVG		Section 7.1(d)
Debt Commitment Letter		Section 6.4(a)
Debt Financing		Section 6.4(a)
Deferred Business		Section 3.1(b)
Deferred Jurisdiction		Section 3.1(b)
Deferred Transfer		Section 3.1(b)(ii)
Definitive Agreements		Section 7.6(a)
Delivery Notice		Section 7.6(d)
Disputed Item		Section 2.8(b)
End Date		Section 8.1(e)
Environmental Loss		Section 10.1
Environmental Permits		Section 7.1(b)
Environmental Tests		Section 10.2
Equity Commitment Letter		Section 6.4(a)
Equity Financing		Section 6.4(a)
Estimated Unfunded Liability		Section 2.7
EU		Section 7.5(b)(ii)
European Employee		Section 7.5(b)(ii)
European Transferred Employee		Section 7.5(b)(ii)
Excluded Assets		Section 2.4(a)
FCPA		Section 5.20(a)
Fee Letter		Section 6.4(b)
Financial Statements		Section 5.5
Financing		Section 6.4(a)
FIRPTA Affidavits		Section 7.4(d)
Fleet Vehicle Leases		Section 2.2(d)
Fleet Vehicles		Section 2.2(b)
Former Employees		Section 7.5(g)
Fee Letter		Section 6.4(b)
Foreign Jurisdictions		Section 7.16
Fundamental Representations		Section 9.5(c)
Governmental Competition Authority		Section 7.2(a)
Guarantee Termination Date		Section 6.8
Indemnified Party		Section 9.3(a)
Indemnifying Party		Section 9.3(a)
Independent Accountant		Section 2.8(c)
ISRA		Section 7.1(a)
Leased Real Property		Section 5.8(b)
Lenders		Section 6.4(a)

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Term		Location
Loss or Losses		Section 9.1
Material Contracts		Section 5.9(a)
NJDEP		Section 7.1(a)
Non-Transferred Employees		Section 7.7(f)
North America		Section 7.7(g)
Operating Income		Section 7.7(g)
Owned Real Property		Section 5.8(a)
Paying Party		Section 2.8(e)
Post-Closing Ashland Employees		Section 7.7(f)
Post-Closing Hires		Section 7.7(f)
Purchase Price		Section 2.7
Purchase Price Cap		Section 9.6(e)
Real Property Leases		Section 5.8(b)
Receiving Party		Section 2.8(e)
Resolution Period		Section 2.8(c)
Retained Employee Liabilities		Section 7.5(g)(iii)
Retained Indebtedness		Section 2.6(i)
Retained Liabilities		Section 2.6
Retained Names		Section 7.14(a)
Retained Tax Liabilities		Section 2.6(c)
Retention Period		Section 7.4(a)(ii)
Required Information		Section 7.6(d)
Sale Agreement		Section 7.1(d)
Sale Notice		Section 3.1(viii)
Self-Manufactured Chemicals		Section 7.7(g)
Seller’s 401(k) Plan		Section 7.5(l)
Seller Entity Allocation		Section 2.9
Separation Benefits		Section 7.5(f)
Shared Contract		Section 2.3(c)
Sponsor Fund		Section 6.4(a)
Sponsor Guarantee		Section 6.8
TAA		Section 7.1(d)
Tangible Personal Property		Section 2.2(c)
Tangible Personal Property Leases		Section 2.2(d)
Thermoplastics		Section 7.7(g)
Thermoplastics Territory		Section 7.7(g)
Third Party Chemicals		Section 7.7(g)
Third Party Claim		Section 9.4(a)
Third Party Non-Chemicals		Section 7.7(g)
Third Party Thermoplastics		Section 7.7(g)
Title and Survey Information		Section 7.6(d)
Transfer Taxes		Section 7.4(c)
Transferred Employees		Section 7.5(c)
Transferred Plan Assets		Section 2.2(l)
Underlying Data		Section 2.11(a)

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Term		Location
Unfunded Liability Disputed Item		Section 2.11(b)
Unfunded Liability Paying Party		Section 2.11(e)
Unfunded Liability Receiving Party		Section 2.11(e)
Unfunded Liability Resolution Period		Section 2.11(c)
Unfunded Liability Statement		Section 2.11(a)
Union Contracts		Section 5.18(c)

Section 1.3. Other Definitional Provisions and Construction.

(a) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(b) As used in this Agreement, (i) the words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement, (ii) the word “including”, and words of similar import, shall mean “including, but not limited to” and “including, without limitation”, (iii) the terms “dollars” and “U.S.$” shall mean United States Dollars, the lawful currency of the United States of America, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) the word “or” is not exclusive, (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if” and (vii) references to a Person are also to its permitted successors and assigns.

(c) References to “Articles”, “Sections”, “Annexes”, “Schedules” or “Exhibits” shall mean the Articles or Sections of, or the Annexes, Schedules or Exhibits to, this Agreement, as the case may be, except as may be otherwise specified. All terms defined in this Agreement shall have their defined meanings when used in any Annex, Exhibit or Schedule to this Agreement or any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.

(d) Except as otherwise specifically provided in this Agreement, any agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time amended, supplemented or modified, including (i) (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and (ii) all attachments thereto and instruments incorporated therein.

(e) Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

(f) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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ARTICLE 2.

PURCHASE AND SALE

Section 2.1. Purchase and Sale of Conveyed Assets.

Upon the terms and subject to the conditions set forth herein, for the Consideration, at the Closing and effective as of the Effective Time, Ashland shall, and shall cause the Asset Selling Corporations to, sell, convey, assign and transfer to Buyer and the Buyer Corporations, and Buyer and the Buyer Corporations agree to purchase, acquire and accept from Ashland and the Asset Selling Corporations, free and clear of all Encumbrances, other than Permitted Encumbrances, the Conveyed Assets.

Section 2.2. Conveyed Assets.

For purposes of this Agreement, the term “Conveyed Assets” shall mean, except for any Excluded Assets and except as expressly provided otherwise herein, all of Ashland’s and the Asset Selling Corporations’ right, title and interest in and to the following:

(a) the Owned Real Property and Leased Real Property, in each case together with Ashland’s or the Selling Corporation’s right, title and interest all buildings, structures, improvements, paved parking lots and fixtures thereon or appurtenant thereto, (collectively, the “Conveyed Real Property”) as well as the Conveyed Real Property Rights;

(b) the fleet vehicles that are owned or leased by Ashland or any Asset Selling Corporation and used exclusively in the Business for the distribution of products (“Fleet Vehicles”);

(c) the furniture, equipment, machinery, supplies, materials, vehicles (other than Fleet Vehicles), spare parts, tools, office equipment, computer hardware, personal property and other tangible property, including all exterior pylon, monument, ground and building signs and all interior signs, banners and reading boards, in each case that are (i) owned or leased by Ashland or any Asset Selling Corporation and used exclusively in the Business or (ii) located at or upon the Conveyed Real Property or the Conveyed Real Property Rights, except, in the case of this clause (ii), any such items used exclusively in any business (other than the Business) that is conducted by Ashland or any of the Asset Selling Corporations as of the Closing Date (collectively, the “Tangible Personal Property”);

(d) the leases relating to (i) the Tangible Personal Property (the “Tangible Personal Property Leases”) and (ii) the Fleet Vehicles (the “Fleet Vehicle Leases”);

(e) to the extent not otherwise provided for in clauses (a) through (d) above: (i) all Contracts to which Ashland or any Asset Selling Corporation is a party relating exclusively to the Business with customers of the Business and (ii) all other Contracts (excluding the Union Contracts to the extent not prohibited by Law) to which Ashland or any Asset Selling Corporation is a party relating exclusively to the Business or the Conveyed Assets (collectively, the “Assumed Contracts”);

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(f) the Inventory and Accounts Receivable (other than Allocated Accounts Receivable);

(g) the Intellectual Property Rights;

(h) intangible rights and property relating exclusively to the Business (other than the Intellectual Property Rights which are addressed in (g) above), including value as a going concern and the goodwill relating exclusively to the Business;

(i) any transferable Governmental Authorizations (and pending applications and renewals therefor) relating exclusively to the Business or to any Conveyed Asset;

(j) originals (or, to the extent originals are required by applicable Law to be retained by Ashland or any of the Asset Selling Corporations, copies) of: (i) all customer and vendor lists to the extent relating to the Business, (ii) all files and documents (including credit information) to the extent relating to customers and vendors of the Business, (iii) all other business and financial records, files, books and documents (whether in hard copy or computer format) to the extent relating to the Business and (iv) all personnel records, files and documents (whether in hard copy or computer format) to the extent relating to Employees;

(k) the Prepaid Expenses;

(l) all assets relating to any Seller Benefit Plan that are expressly required to be transferred to Buyer, pursuant to Section 7.5 (the “Transferred Plan Assets”);

(m) all rights, claims, credits, causes of action and rights of set-off of Ashland and the Asset Selling Corporations, to the extent relating to any Conveyed Asset or any Assumed Liability, whether xxxxxx or inchoate, known or unknown or contingent or non-contingent, including all claims pursuant to guarantees, representations, warranties, indemnities and similar rights made by suppliers, manufacturers, contractors and other third parties in favor of Ashland or any Asset Selling Corporation in respect of any Conveyed Asset or any Assumed Liability, relating in any way to the conduct of the Business, including (1) the Business’s purchase, procurement, sale, distribution or provision of any good, service or product or (2) the purchase, procurement, sale, distribution or provision by Ashland or any Asset Selling Corporation of any good, service or product for, or on behalf of, the Business, in each case, at any time up until the Closing, along with any and all recoveries by settlement, judgment or otherwise in connection with any such claims; and

(n) all other properties and assets (but not including any real property) used or held for use by Ashland or any of the Asset Selling Corporations, (i) relating to the Business and located at the Conveyed Real Property or the Conveyed Real Property Rights except any such properties and assets used exclusively in any business (other than the Business) that is conducted by Ashland or any of the Asset Selling Corporations as of the Closing Date or (ii) relating exclusively to the Business and located at any location other than the Conveyed Real Property or the Conveyed Real Property Rights (other than, in the case of this clause (ii), properties and assets that are affixed to real property, but including, in the case of this clause (ii), any ancillary real property rights such as easements, licenses, rights of way and the like appurtenant to any real property other than the Conveyed Real Property or Conveyed Real Property Rights).

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Section 2.3. Consents and Shared Contracts.

(a) Except as set forth in Section 3.1(b), there shall be excluded from the Conveyed Assets any Real Property Lease, Tangible Personal Property Lease, Fleet Vehicle Lease, Assumed Contract, Governmental Authorization, Contract, license or right which is not assignable or transferable without the consent of any Person other than Ashland, the Asset Selling Corporations or any other Affiliate of Ashland or Buyer, to the extent that such consent shall not have been given prior to the Closing; provided, however, that each of Ashland, the Asset Selling Corporations and Buyer shall have the continuing obligation for a reasonable period not to exceed twelve (12) months commencing on the Closing Date to use its commercially reasonable efforts to endeavor to obtain all necessary consents to the assignment thereof and, upon obtaining the requisite third party consents thereto, such Real Property Leases, Tangible Personal Property Leases, Fleet Vehicle Leases, Assumed Contracts, and other Contracts, Governmental Authorizations, licenses and rights, if such would, but for the lack of such consent, otherwise be included in the Conveyed Assets, shall be assigned to Buyer or a Buyer Corporation hereunder; and provided further that, if any such requisite consent cannot be obtained, at Buyer’s request, the parties shall cooperate with each other to endeavor to obtain for Buyer an arrangement reasonably designed to provide for Buyer the benefits thereof in some other manner (provided that such arrangement shall not include any obligation to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party).

(b) Buyer acknowledges that certain consents to the Contemplated Transactions may be required from parties to the Real Property Leases, Tangible Personal Property Leases, Fleet Vehicle Leases, Assumed Contracts, other Contracts, Governmental Authorizations, licenses or rights and that such consents have not been and may not be obtained. Buyer agrees that, except as provided in Section 2.3(a) or 7.1(b), neither Ashland nor the Asset Selling Corporations shall have any liability or obligation whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the Contemplated Transactions or because of the default under or acceleration or termination or any Real Property Lease, Tangible Personal Property Lease, Fleet Vehicle Lease, Assumed Contract, other Contract, Governmental Authorization, license or right, as a result thereof. Buyer further agrees that no representation, warranty or covenant of Ashland contained herein shall be breached or deemed breached, and no condition to Buyer’s obligations to close the Contemplated Transactions shall be deemed not satisfied as a result of (i) the failure to obtain any such consent or as a result of any such default, acceleration or termination, or (ii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent or any such default, acceleration or termination; provided that the failure to obtain any such consent and any such default, acceleration, termination or Proceeding may be taken into account in determining whether the representation set forth in Section 5.12 shall have been breached, provided further that this sentence shall not be deemed to limit Ashland’s covenants and agreements in Sections 7.1(a), (b) and (d).

(c) Buyer acknowledges that certain Tangible Personal Property Leases, Fleet Vehicle Leases and other Contracts to which Ashland or an Asset Selling Corporation is a party relate to both (i) the Business or Conveyed Assets or Assumed Liabilities and (ii) businesses (other than the Business) conducted by Ashland or any of its Affiliates or properties or assets or

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liabilities of such other businesses (each such Tangible Personal Property Lease, Fleet Vehicle Lease or other Contract, a “Shared Contract”). The parties hereto agree that, as of the date hereof, each Shared Contract shall be an Excluded Asset pursuant to Section 2.4(x); provided that prior to the earlier of the Closing Date and the valid termination of this Agreement Ashland and Buyer shall engage in good faith negotiations with respect to the treatment of each Shared Contract and the rights, benefits, obligations and liabilities thereunder as of the Closing Date. Ashland and Buyer acknowledge that the outcome of such negotiations may result in, among other outcomes, (w) any one or more Shared Contracts remaining Excluded Assets as of the Closing Date, (x) any one or more Shared Contracts being deemed to be Assumed Contracts and being assigned to Buyer as of the Closing Date, (y) any one or more Shared Contracts being split into two Contracts, with one of the resulting Contracts being deemed to be an Assumed Contract and one of the resulting Contracts remaining an Excluded Asset or (z) the rights, benefits, obligations and liabilities under any one or more Shared Contracts being apportioned among Ashland, Buyer and their respective Affiliates or otherwise provided by one party hereto to the other party hereto by way of arrangement or agreement between the parties. For the avoidance of doubt, if Ashland and Buyer agree that any Shared Contract or any Contract resulting from the division of any Shared Contract shall be deemed to be an Assumed Contract on the Closing Date, then such Shared Contract or Contract resulting from such division shall be an “Assumed Contract” and a “Conveyed Asset” for all purposes under this Agreement.

Section 2.4. Excluded Assets of the Business.

(a) Notwithstanding any provision in this Agreement, it is hereby acknowledged and agreed that Buyer and the Buyer Corporations shall not purchase, acquire or accept, and Ashland and/or the Asset Selling Corporations, as the case may be, shall retain, with respect to the Business, all of the following rights and assets of any kind (all such rights and assets, the “Excluded Assets”):

(i) Cash Equivalents;

(ii) all losses, loss carry forwards and rights to receive refunds, pre-paid Taxes, credits and credit carry forwards with respect to all Taxes, to the extent attributable to the Pre-Closing Date Tax Period;

(iii) the corporate books and records, stock records and corporate seals of Ashland and the Asset Selling Corporations and, except as set forth in Section 2.2(j), the ledger books and all other books and records of Ashland and the Asset Selling Corporations;

(iv) any legal or beneficial interest in the share capital of any Asset Selling Corporation, any other Affiliate of Ashland or any other Person;

(v) all real property currently or formerly owned or leased by Ashland or any Asset Selling Corporation, other than the Conveyed Real Property and the Conveyed Real Property Rights;

(vi) all assets (other than the Transferred Plan Assets) relating to any Seller Benefit Plan or any Employee Benefit Plan of Ashland or any Asset Selling Corporation;

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(vii) the Retained Names or any names, marks, domain names and logos either alone or in combination with other words, phrases, designs and the like similar thereto or any derivations therefrom in any language;

(viii) all insurance policies, issued to or for the benefit of Ashland and its predecessors, whether issued for past or current policy periods, including all title, general liability, excess liability, fire, property, casualty, all-risk, business interruption, workers’ compensation, crime and fidelity, directors and officers, errors and omissions, surety bonds, and other forms of insurance, captive insurance, self-retention and fronting policies and corresponding arrangements, as well as any and all related claims, benefits, rights, proceeds, choses in action, or other interests arising from such insurance policies, or from any coverage agreements entered into by Ashland and its predecessors relating to such policies;

(ix) all rights, claims and credits to the extent relating to any Excluded Asset or any Retained Liability, whether arising before or after the Closing;

(x) the Shared Contracts;

(xi) the assets set forth on Schedule 2.4(xi);

(xii) any other right or asset that is not a Conveyed Asset; and

(xiii) any right, property or other asset that arises out of or relates exclusively to any Excluded Asset.

(b) The parties acknowledge and agree that, for the purposes of this Agreement, Buyer and the Buyer Corporations shall not purchase, acquire or accept any rights of Ashland or any Asset Selling Corporation under this Agreement or the Ancillary Agreements to which Ashland or any such Asset Selling Corporation is a party.

Section 2.5. Assumed Liabilities of the Business.

Upon the terms and subject to the conditions of this Agreement, Buyer and the Buyer Corporations will assume and become responsible for any and all Liabilities to the extent relating to the Business or the Conveyed Assets (whether of Ashland or any of its Affiliates (including the Asset Selling Corporations)), including the following Liabilities but excluding in each case the Retained Liabilities (collectively, the “Assumed Liabilities”):

(a) all Accounts Payable (other than Allocated Accounts Payable) outstanding as of or arising after the Closing Date;

(b) all Liabilities under or in connection with any Assumed Contract (including all Liabilities arising out of or relating to any termination or announcement or notification of an intent to terminate any Assumed Contract), whether arising before, on or after the Closing Date (other than the Retained Remediation Liabilities and the Retained Litigation Liabilities);

(c) all Liabilities to the extent relating to, or arising out of, any Conveyed Asset, or arising out of the ownership by Buyer and its Affiliates of any Conveyed Asset or associated

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with the realization of the benefits of any Conveyed Asset, in each case whether arising before, on or after the Closing Date (other than the Retained Remediation Liabilities and the Retained Litigation Liabilities);

(d) all Liabilities reflected in the statement of Net Working Capital to be delivered pursuant to Section 2.8;

(e) all Environmental Liabilities to the extent relating to the Business or any Conveyed Asset, whether arising before, on or after the Closing Date (other than the Retained Remediation Liabilities, the Retained Litigation Liabilities and any Environmental Liabilities (other than any Liability relating to human exposure to Hazardous Materials) to the extent relating to an Excluded Asset described in Section 2.4(a)(v));

(f) all Liabilities to the extent arising out of or relating to Ashland and its Affiliates at any time being the owner or occupant of, or the operator of the activities conducted at, any Conveyed Real Property, in each case whether arising before, on or after the Closing Date (other than the Retained Remediation Liabilities and the Retained Litigation Liabilities);

(g) all Liabilities in respect of any Proceeding to the extent arising out of or relating to any Conveyed Asset or the operation or conduct of the Business on or after the Closing Date (including any such Liabilities to the extent relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury or death to person or damage to or destruction of property);

(h) all Liabilities to the extent arising out of or relating to the return (including any return based on breach of warranty) of, or refund, adjustment, allowance, rebate or exchange in respect of, any product marketed or sold in connection with the Business or the Conveyed Assets, whether arising before, on or after the Closing Date;

(i) all Liabilities to the extent arising out of or relating to any Seller Benefit Plan or any Employee that are expressly required to be assumed pursuant to Section 7.5, whether arising before, on or after the Closing Date (collectively, the “Assumed Employee Liabilities”);

(j) (i) all Taxes arising out of or measured by the conduct of the Business or the ownership of the Conveyed Assets for all Post-Closing Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Buyer pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Assumed Tax Liabilities”);

(k) Other Retained Remediation Liabilities for which written notice has not been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date;

(l) all Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a Proceeding has not been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date;

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(m) all Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a Proceeding has not been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; and

(n) all other Liabilities of whatever kind and nature, primary or secondary, direct or indirect, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable to the extent arising out of or relating to the operation or conduct of the Business or any Conveyed Asset, or the ownership, sale or lease of any of Conveyed Asset, in each case whether arising before, on or after the Closing Date.

Notwithstanding any other provision of this Agreement, the assumption by Buyer and the Buyer Corporations of the Assumed Liabilities will not be deemed to limit or qualify in any manner the representations and warranties of Ashland hereunder.

For the avoidance of doubt, references to certain types of Retained Liabilities in the parenthetical clauses contained in certain subsections of this Section 2.5 shall not be deemed to limit the exclusion from the Assumed Liabilities of any other types of Retained Liabilities from such subsections or the exclusion of any Retained Liabilities from any other subsections of this Section 2.5 that do not contain such parenthetical references.

Section 2.6. Retained Liabilities of the Business.

Ashland and the Asset Selling Corporations shall retain and be responsible for the following Liabilities (the “Retained Liabilities”):

(a) Liabilities arising exclusively out of or relating exclusively to the Excluded Assets;

(b) Liabilities to the extent arising in connection with a Seller Benefit Plan, except for Assumed Employee Liabilities;

(c) Liabilities for (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured by the conduct of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities;

(d) Retained Specified Remediation Liabilities;

(e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date;

(f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date;

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(g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date;

(h) Retained Employee Liabilities; and

(i) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”)

Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the Business.

Section 2.7. Purchase Price.

At the Closing, in consideration of the sale and transfer of the Conveyed Assets and other covenants of Ashland contained herein, Buyer shall pay, for itself and as agent for the Buyer Corporations, to Ashland, for itself and as agent for the Asset Selling Corporations, an amount equal to U.S.$930,000,000 (the “Purchase Price”). The Purchase Price shall be subject to adjustment as provided for in Sections 2.8 and 2.11. The Purchase Price (a) plus or minus an estimate, prepared by Ashland and delivered to Buyer at least two Business Days prior to the Closing Date, of any increase or decrease to the Purchase Price under Section 2.8(d)(i) (the Purchase Price plus or minus such estimate of any increase or decrease under Section 2.8 hereinafter called the “Closing Date Amount”); and (b) minus an estimate, prepared by Ashland and delivered to Buyer at least two Business Days prior to the Closing Date, of the amount of any Unfunded Liability (such estimate, the “Estimated Unfunded Liability”), shall be paid in immediately available funds by wire transfer in accordance with written instructions given by Ashland to Buyer not less than two (2) Business Days prior to the Closing or such later time as may be agreed by Ashland and Buyer.

Section 2.8. Purchase Price Adjustment for Net Working Capital.

(a) Within ninety (90) days after the Closing Date, Ashland shall deliver to Buyer a statement of Net Working Capital as of the Closing Date (the “Closing Account”). The Closing Account shall be unaudited and prepared in accordance with Ashland’s accounting principles set forth on Schedule 2.8(a) (the “Closing Account Principles”). During the preparation of the Closing Account by Ashland and the period of any dispute with respect to the application of this Section 2.8, Buyer shall, and shall cause the Buyer Corporations and their respective Affiliates to, (i) provide Ashland and Ashland’s accountants, advisors and other representatives with reasonable access during normal business hours to the books and records (to the extent in the possession or control of Buyer or one of its Affiliates), properties and personnel of the Buyer to the extent relevant to the preparation of the Closing Account and (ii) assist Ashland and Ashland’s accountants, advisors and other representatives in the preparation of the Closing Account.

(b) Buyer may dispute the amounts reflected on the line items of the Closing Account (each, a “Disputed Item”), but only on the basis of (i) mathematical errors, or (ii) the Closing

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Account not being calculated in accordance with Section 2.8(a); provided, however, that in each case Buyer shall notify Ashland in writing of each Disputed Item, and specify in reasonable detail the amount thereof in dispute and the basis therefor, within forty-five (45) days after the Closing Account has been received by Buyer. The failure by Buyer to provide a notice of Disputed Items to Ashland within such period will constitute Buyer’s final and binding acceptance of all items in the Closing Account.

(c) If a notice of Disputed Items shall be timely delivered pursuant to sub-clause (b) above, Ashland and Buyer shall, during the ten (10) Business Days following the date of such delivery (the “Resolution Period”), negotiate in good faith to resolve the Disputed Items. If, during the Resolution Period, the parties reach an agreement, such agreement shall be evidenced in writing and the Closing Account (as revised pursuant to such written agreement) shall become final and binding on the date of such agreement. If, during the Resolution Period, the parties are unable to reach agreement, Ashland and Buyer shall refer all unresolved Disputed Items to an independent accounting firm upon which Ashland and Buyer shall mutually agree (the “Independent Accountant”). The Independent Accountant shall make a determination, acting as an expert and not as an arbitrator, with respect to unresolved Disputed Items within thirty (30) days after its engagement by Ashland and Buyer, which determination shall be made in accordance with the rules set forth in this Section 2.8. The Independent Accountant shall deliver to Ashland and Buyer, within such thirty (30) day period, a report setting forth (i) its adjustments, if any, to the Closing Account, and (ii) the calculations supporting such adjustments. Such report shall be final, conclusive and binding on the parties. Ashland and Buyer shall share equally all costs incurred in connection with the engagement of the Independent Accountant.

(d) (i) The Purchase Price shall be increased by the amount by which the Net Working Capital as reflected in the Agreed Closing Account exceeds U.S.$454,000,000 and the Purchase Price shall be decreased by the amount by which the Net Working Capital as reflected in the Agreed Closing Account is less than U.S.$454,000,000 (the Purchase Price as so increased or decreased shall hereinafter be referred to as the “Adjusted Purchase Price”).

(ii) If the Closing Date Amount is less than the Adjusted Purchase Price, then Buyer, for itself and as agent for the Buyer Corporations, shall pay to Ashland, for itself and as agent for the Asset Selling Corporations, the amount of such difference in accordance with paragraph (e). If the Closing Date Amount is greater than the Adjusted Purchase Price, then Ashland, for itself and as agent for the Asset Selling Corporations, shall pay to Buyer, for itself and as agent for the Buyer Corporations, the amount of such difference in accordance with paragraph (e).

(e) All payments to be made under paragraph (d) will be paid by the party obligated to make such payment under this Section 2.8 (the “Paying Party”) to the other party (the “Receiving Party”), for itself and as agent for its Affiliates (as applicable), within ten (10) days after the determination of the Agreed Closing Account, in dollars by wire transfer of immediately available funds, in accordance with written instructions given by the Receiving Party to the Paying Party (which instructions shall be provided by the Receiving Party promptly, and no later than eight (8) days, after the determination of the Agreed Closing Account (or such later time as may be agreed by Ashland and Buyer)), together with interest on such amount from the Closing Date to the date of such payment, at a rate equal to the Interest Rate on the Closing Date.

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(f) For purposes of the preparation of the Closing Account and determining amounts of payments to be made under paragraph (d), all amounts in a currency other than dollars shall be converted to dollars at the applicable Bloomberg Currency Composite Rate (London (CMPL)) (or any successor thereto) at 4 p.m., London time, on the Business Day prior to the Closing Date, or such other date as Ashland and Buyer may agree to be appropriate for the relevant calculation.

Section 2.9. Allocation of the Consideration.

Ashland and Buyer shall cooperate in good faith to mutually agree before Closing to an allocation of the Consideration among Ashland and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt of such financial statements, Buyer shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporations, within thirty (30) days following Closing, Buyer shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith to mutually agree to the Asset Allocations. The Seller Entity Allocation and the Asset Allocation shall be adjusted to reflect adjustments to the Purchase Price hereunder. Each of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwise.

Section 2.10. Conveyance and Assumption Instruments.

At the Closing, Ashland and the Asset Selling Corporations, on the one hand, and Buyer and Buyer Corporations, on the other hand, shall execute and deliver such bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption as are necessary for the conveyance of the Conveyed Assets by Ashland and the Asset Selling Corporations and the assumption of the Assumed Liabilities by Buyer and the Buyer Corporations as contemplated hereunder, in each case in form and substance reasonably agreed by the parties and as is usual and customary with respect to the applicable Conveyed Asset or Assumed Liability in the applicable jurisdiction and that implements the applicable terms, and is consistent with the underlying principles of, this Agreement.

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Section 2.11. Purchase Price Adjustment for Unfunded Liability

(a) Within one hundred twenty (120) days after the Closing Date, Ashland shall deliver to Buyer a statement of the Unfunded Liability (the “Unfunded Liability Statement”) and shall provide Buyer and Buyer’s accountants, actuaries, advisors and other representatives with copies of all plan documents, census information, asset allocation calculations, other written materials documenting plan provisions and, to the extent requested, examples and explanations of individual liability calculations, in each case to the extent relevant to the review of the Unfunded Liability Statement or to the extent requested to re-perform the actuarial valuations contemplated by this Section 2.11 in connection with Buyer’s review pursuant to this Section 2.11 (the “Underlying Data”). “Unfunded Liability” shall mean, with respect to all Transferred Non-U.S. Ashland Pension Plans, the aggregate of the excess of the Projected Benefit Obligation (“PBO”) or the Accumulated Postretirement Benefit Obligation (“APBO”), as applicable, for the pension benefits or post-employment benefits, as applicable, under each such plan statutorily required to transfer to Buyer over the amount of plan assets statutorily required to transfer to Buyer with respect to each such plan, calculated under GAAP as of the day prior to the Closing Date for all Transferred Employees and in accordance with the applicable plan provisions. The PBO or APBO, as applicable, to be used in determination of the Unfunded Liability shall be calculated as of the day prior to the Closing in accordance with GAAP using the same actuarial assumptions and methods Ashland or its respective Affiliates used to determine the PBO and APBO under GAAP for Ashland’s year-end financial statements as of September 30, 2010.

(b) Buyer may dispute the amounts reflected on the line items of the Unfunded Liability Statement (each, a “Unfunded Liability Disputed Item”), but only on the basis of (a) mathematical errors, or (b) the Unfunded Liability Statement not being calculated in accordance with this Section 2.11; provided, however, that in each case, Buyer shall notify Ashland in writing of each Unfunded Liability Disputed Item, and specify in reasonable detail the amount thereof in dispute and the basis thereof, within forty-five (45) days after the later of (i) the date the Unfunded Liability Statement has been received by Buyer and (ii) the date the Underlying Data has been received by Buyer. The failure by Buyer to provide a notice of Unfunded Liability Disputed Items to Ashland within such period will constitute Buyer’s final and binding acceptance of all items in the Unfunded Liability Statement.

(c) If a notice of Unfunded Liability Disputed Items shall be timely delivered pursuant to paragraph (b) above, Ashland and Buyer shall, during the ten (10) Business Days following the date of such delivery (the “Unfunded Liability Resolution Period”), negotiate in good faith to resolve the Unfunded Liability Disputed Items. If, during the Unfunded Liability Resolution Period, the parties reach agreement, such agreement shall be evidenced in writing and the Unfunded Liability Statement (as revised pursuant to such written agreement) shall become final and binding on the date of such agreement. If, during the Unfunded Liability Resolution Period, the parties are unable to reach agreement, Ashland and Buyer shall refer all unresolved Unfunded Liability Disputed Items to an independent actuary upon which Ashland and Buyer shall mutually agree (the “Actuarial Mediator”). The Actuarial Mediator shall make a determination, acting as an expert and not as an arbitrator, with respect to unresolved Unfunded

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Liability Disputed Items within thirty (30) days after its engagement by Ashland and Buyer, which determination shall be made in accordance with the rules set forth in this Section 2.11. The Actuarial Mediator shall deliver to Ashland and Buyer, within such thirty (30) day period, a report setting forth (i) its adjustments, if any, to the Unfunded Liability Statement, and (ii) the calculations supporting such adjustments. Such report shall be final, conclusive and binding on the parties. Ashland and Buyer shall share equally all costs incurred in connection with the engagement of the Actuarial Mediator.

(d) If the Estimated Unfunded Liability is greater than the Agreed Unfunded Liability, then Buyer, for itself and as agent for the Buyer Corporations, shall pay to Ashland, for itself and as agent for the Asset Selling Corporations, the amount of such difference in accordance with paragraph (e). If the Agreed Unfunded Liability is greater than the Estimated Unfunded Liability, then Ashland, for itself and as agent for the Asset Selling Corporations, shall pay to Buyer, for itself and as agent for the Buyer Corporations, the amount of such difference in accordance with paragraph (e).

(e) All payments to be made under paragraph (d) will be made by the party obligated to make such payment under this Section 2.11 (the “Unfunded Liability Paying Party”) to the other party (the “Unfunded Liability Receiving Party”), for itself and as agent for its Affiliates (as applicable), within ten (10) days after the determination of the Agreed Unfunded Liability, in dollars by wire transfer of immediately available funds, in accordance with written instructions given by the Receiving Party to the Paying Party (which instructions shall be provided by the Receiving Party promptly, and no later than (8) days, after the determination of the Agreed Unfunded Liability (or such later time as may be agreed by Ashland and Buyer)), together with interest on such amount from the Closing Date to the date of such payment, at a rate equal to the Interest Rate on the Closing Date.

(f) For purposes of the preparation of the Unfunded Liability Statement and determining amounts of payments to be made under paragraph (d), all amounts in a currency other than dollars shall be converted to dollars at the applicable Bloomberg Currency Composite Rate (London (CMPL)) (or any successor thereto) at 4 p.m., London time, on the Business Day prior to the Closing Date, or such other date as Ashland and Buyer may agree to be appropriate for the relevant calculation.

ARTICLE 3.

CLOSING

Section 3.1. Closing.

(a) The Closing shall take place at the offices of Cravath, Swaine & Xxxxx, at 000 Xxxxxx Xxxxxx, Xxx Xxxx XX 00000, at 10:00 a.m., Eastern Time, on the first date that is both (i) at least three (3) Business Days following the satisfaction (or, to the extent permitted, waiver by the parties entitled to the benefits thereof) of all the conditions set forth in Article 4 and (ii) the last Business Day of the month in which all such conditions are satisfied or waived, or at such other times and places as the parties hereto may mutually agree. Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article 4 (other than those conditions that by

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their nature cannot be satisfied until the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), then the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earliest to occur of (a) any Business Day before or during the Marketing Period as may be specified by Buyer on no less than three (3) Business Days’ prior notice to Ashland and (b) the final day of the Marketing Period, subject in each case to the satisfaction or waiver of the conditions set forth in Article 4 as of the date determined in accordance with the foregoing clause (a) or (b), or on such other date, time, or place as agreed to in writing by the parties hereto. The date on which the Closing occurs is the Closing Date (the “Closing Date”). All of the actions to be taken and documents to be executed and delivered at the Closing shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all are complete, except as specifically provided herein. The Closing shall be deemed to be effective as to each jurisdiction in which the Conveyed Assets are transferred to, and the Assumed Liabilities are assumed by, Buyer or the applicable Buyer Corporation as of the Effective Time.

(b) (i)Notwithstanding anything herein to the contrary, (A) if any condition set forth in Section 4.1(d)(ii) would not be satisfied by the Closing Date (without reference to Section 4.1(d)(ii)) due to circumstances in one or more particular Foreign Jurisdictions (each such territory, a “Deferred Jurisdiction”) and (B) all other conditions of Article 4 have been satisfied or waived, then the transfer of the Conveyed Assets and assumption of the Assumed Liabilities in each such Deferred Jurisdiction (such Conveyed Assets and Assumed Liabilities for each Deferred Jurisdiction, collectively, a “Deferred Business”) will not occur on the Closing Date, but shall instead occur as soon as practicable after the circumstances giving rise to the failure of the conditions set forth in Section 4.1(d)(ii) with respect to such Deferred Jurisdiction have been resolved (or upon the waiver of such conditions by the parties). Subject to Section 7.2, the parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after the Closing Date. For the avoidance of doubt, the Closing Date shall not be delayed as a result of such failure and there shall be no change in the amount paid at the Closing pursuant to Section 2.7 as a result of any Deferred Transfer.

(ii) From and after the Closing, and until such time as each Deferred Business has been transferred to Buyer (or its designated Affiliate) pursuant to Section 3.1(b)(vi) or Section 3.1(b)(vii) (each, a “Deferred Transfer”), such Deferred Business (including all Cash Equivalents generated with respect thereto) will be held for Buyer’s (or its designated Affiliate’s) benefit and account and will be managed and operated by Ashland and its Affiliates for Buyer’s (or its designated Affiliate’s) benefit and account, with all gains, income, losses, Taxes and Tax benefits or other items generated to be for Buyer’s (or its designated Affiliate’s) account in accordance with applicable Law.

(iii) Except as otherwise contemplated by Section 3.1(b)(ii) or the other provisions of this Agreement, each Deferred Business will be operated on a basis consistent with past practice or, unless prohibited by applicable Law, otherwise in such manner as Buyer shall reasonably request and Ashland’s pre-Closing obligations pursuant to Section 7.13 will continue in force with respect to such Deferred Business until its Deferred Transfer occurs. Buyer and Ashland will, and will cause their respective Affiliates to, use commercially reasonable efforts to minimize any Liability for Taxes resulting from Deferred Transfers.

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(iv) Ashland and its Affiliates will have no Liability to Buyer or any of its Affiliates arising out of the management or operation of any Deferred Business other than for breach of this Agreement, gross negligence or willful misconduct, for which breach, gross negligence or willful misconduct Ashland and its Affiliates will indemnify Buyer Indemnitees; provided, however, that Ashland and its Affiliates will have no Liability for actions taken in accordance with the request or direction of Buyer or its Affiliates.

(v) Except (A) as set forth in Section 3.1(b)(iv) or (B) to the extent relating to or arising from a breach of this Agreement, gross negligence or willful misconduct by Ashland or its Affiliates, Buyer will reimburse Ashland and will indemnify and hold Ashland and the Ashland Indemnitees harmless from and against all Losses incurred or asserted as a result of Ashland’s and its Affiliates’ post-Closing direct or indirect ownership, management or operation of each Deferred Business, including the amount of any additional Taxes payable (or carried-forward Tax losses or credits consumed) by Ashland or its Affiliates (whether currently or in the future), after application of the terms of this Agreement, as a result thereof in excess of the amount of Taxes which would have been payable by Ashland or its Affiliates, after application of the terms of this Agreement, if each Deferred Business had been transferred to Buyer or its designated Affiliates on the Closing Date.

(vi) Subject to Section 3.1(b)(vii), the closing of a transfer of each Deferred Business will be effected on the fifth Business Day after the satisfaction of all applicable conditions set forth in Section 4.1(d)(ii), or at such other time as the parties may agree. Solely with respect to the closing of each transfer of each Deferred Business, the conditions set forth in Section 4.1(d)(ii) must be satisfied at the closing of the transfer of such Deferred Business instead of the Closing.

(vii) If the Deferred Transfer of any Deferred Business has not occurred on or prior to the first anniversary of the Closing Date, then Ashland or the applicable Asset Selling Corporation may at any time, by delivery of written notice to Buyer (each an “Sale Notice”), elect to sell each such remaining Deferred Business to a third party; provided that, Ashland or such Asset Selling Corporation shall remit the net proceeds (i.e., the purchase price paid for the Deferred Business less any transaction costs, including reasonable attorney and other advisors fees) from such sale to Buyer and shall conduct the sale in a manner consistent with the way that Ashland would conduct such sale as if it were selling such Deferred Business for its own account.

Section 3.2. Closing; Deliveries.

(a) At the Closing, Ashland, for itself and as agent for the Asset Selling Corporations and their Affiliates, shall deliver or cause to be delivered to Buyer, for itself and as agent for the Buyer Corporations, the instruments and documents set forth in Schedule 3.2(a).

(b) At the Closing, Buyer, for itself and as agent for the Buyer Corporations, shall deliver to Ashland, for itself and as agent for the Asset Selling Corporations: (i) an amount equal to the Closing Date Amount minus the Estimated Unfunded Liability by wire transfer in dollars in immediately available funds in accordance with the written instructions provided by Ashland pursuant to Section 2.7; and (ii) the instruments and documents set forth in Schedule 3.2(b).

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ARTICLE 4.

CONDITIONS TO CLOSING

Section 4.1. Conditions to the Obligations of Buyer and Ashland.

The respective obligations of each of the parties to consummate the Contemplated Transactions shall be subject to the satisfaction of the following conditions precedent:

(a) No Proceeding instituted by any Governmental Authority in any jurisdiction which seeks to prevent or enjoin in any respect the Contemplated Transactions shall have been commenced and be continuing.

(b) No Legal Restraint shall be in effect preventing the Contemplated Transactions.

(c) The waiting periods required under the HSR Act, if a filing is required, including any extensions thereof, shall have expired by passage of time or by early termination by the FTC or DOJ, and any investigations relating to the sale hereunder that may have been opened by the FTC or DOJ by means of a request for additional information or otherwise shall have terminated, subject to Section 7.2(c).

(d)    (i) To the extent a filing is required, the approval of the European Commission shall have been obtained or can be deemed to have been obtained pursuant to the EU Merger Regulation and (ii) and no other waiting period (including any extensions thereof) under other Competition Laws or investigation by a Governmental Authority relating to the Contemplated Transactions shall be unexpired or pending.

Section 4.2. Conditions to the Obligations of Buyer.

The obligation of Buyer to consummate the Contemplated Transactions shall be subject to the satisfaction of the following conditions precedent:

(a) Ashland shall have performed in all material respects the obligations contained in this Agreement which are required to be performed by Ashland at or before the Closing.

(b) The representations and warranties made by Ashland on behalf of itself and each of the Asset Selling Corporations in this Agreement (considered without regard to any qualification by or reference to materiality, material respect or Material Adverse Effect set forth therein) shall be true and correct at and as of the Closing Date except for those representations and warranties that expressly relate to an earlier or a particular date, which shall be true and correct as of such date, in each case except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect. Buyer shall have received a certificate signed by an authorized representative of Ashland to such effect.

(c) Ashland shall have delivered or caused to be delivered to Buyer duly executed versions of all of the items required by Section 3.2(a) of this Agreement.

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(d) Since the date hereof, there shall not have occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had a Material Adverse Effect.

(e) Buyer shall have received the releases of Encumbrances set forth on Schedule 4.2(e).

Section 4.3. Conditions to the Obligations of Ashland.

The obligation of Ashland to consummate the Contemplated Transactions and to cause the Asset Selling Corporations to consummate the Contemplated Transactions shall be subject to the satisfaction of the following conditions precedent:

(a) Buyer shall have performed in all material respects such of the obligations contained in this Agreement as are required to be performed by Buyer at or before the Closing.

(b) The representations and warranties made by Buyer on behalf of itself and each of the Buyer Corporations in this Agreement (considered without regard to any qualification by or reference to materiality, material respect or Buyer Material Adverse Effect set forth therein) shall be true and correct at and as of the Closing Date except for those representations and warranties that expressly relate to an earlier or a particular date, which shall be true and correct as of such date, in each case except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect. Ashland shall have received a certificate signed by an authorized representative of Buyer to such effect.

(c) Buyer shall have delivered or caused to be delivered to Ashland duly executed versions of all of the items required by Section 3.2(b) of this Agreement.

Section 4.4. Frustration of Closing Conditions.

Neither Ashland nor Buyer may rely on the failure of any condition set forth in this Article 4 to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to cause the Closing to occur, as required by Section 7.1.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

OF ASHLAND

Except as set forth in the Disclosure Schedules attached hereto (it being understood that any information set forth in one section or subsection of such Disclosure Schedules shall be deemed to apply to and to qualify the Section or subsection of this Agreement to which it corresponds in number and each other Section or subsection of this Agreement to the extent it is reasonably apparent that such information is relevant to such other Section or subsection), Ashland hereby represents and warrants to Buyer the following:

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Section 5.1. Organization.

(a) Ashland is duly organized, validly existing and in good standing under the Laws of the Commonwealth of Kentucky and has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted.

(b) Each of the Asset Selling Corporations is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the Laws of its respective jurisdiction of incorporation and has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted, except where the absence of such power and authority would not have a Material Adverse Effect.

(c) With respect to the Business, each of Ashland and the Asset Selling Corporations is duly qualified to do business in all jurisdictions in which such qualification is necessary because of the character of the properties owned by it or the nature of its activities, except for those jurisdictions where the failure to qualify would not have a Material Adverse Effect.

Section 5.2. Authority; Binding Effect.

(a) Ashland has full power and authority, corporate and otherwise, to enter into this Agreement and each of Ashland and the Asset Selling Corporations has full power and authority, corporate and otherwise, to enter into the Ancillary Agreements to which it is to be a party and to perform its obligations hereunder and thereunder (as the case may be). This Agreement and the Ancillary Agreements to which Ashland is to be a party have been, and the Ancillary Agreements to which the Asset Selling Corporations are to be a party will be by Closing, duly authorized and approved by all necessary corporate action.

(b) Assuming the due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutes a legal, valid and binding obligation of Ashland, enforceable against Ashland in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally. Assuming the due authorization, execution and delivery of the Ancillary Agreements by Buyer or the relevant Buyer Corporation (as the case may be), each Ancillary Agreement to be executed by Ashland or any Asset Selling Corporation, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of Ashland or the relevant Asset Selling Corporation (as the case may be), enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally.

Section 5.3. Non-Contravention.

The execution and delivery of this Agreement by Ashland, the execution and delivery of the Ancillary Agreements by Ashland or any Asset Selling Corporation and the consummation of the Contemplated Transactions, do not and will not (i) violate any provision of the organizational documents of Ashland or any Asset Selling Corporation, (ii) subject to obtaining any necessary consents or releases by Closing, conflict with, or result in the breach of, or constitute a default

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under, or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Ashland or any Asset Selling Corporation under any Assumed Contract to which Ashland or any Asset Selling Corporation is a party or to which any Conveyed Assets are subject, result in the creation or the imposition of any Encumbrance upon any of the Conveyed Assets, or result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval in respect of the Conveyed Assets, or (iii) assuming compliance with the matters set forth in Schedules 5.4 and 6.5, violate any material Law of any Governmental Authority applicable to Ashland or any Asset Selling Corporation, or any of the Conveyed Assets or any Order against Ashland or any Asset Selling Corporation or the Conveyed Assets, except with respect to clauses (ii) and (iii), for any violation, conflict, breach, default, termination, cancellation, acceleration, modification, revocation or suspension as would not, individually, or in the aggregate, have a Material Adverse Effect.

Section 5.4. Ashland Governmental Consents and Approvals.

The execution and delivery of this Agreement by Ashland and the execution and delivery of the Ancillary Agreements by Ashland and each Asset Selling Corporation, and the performance of their respective obligations hereunder and thereunder, do not require any filing with, or clearance, consent or approval of, any Governmental Authority, except as set forth on Schedule 5.4 and except for filings, clearances, consents or approvals, the failure of which to effect or obtain would not have a Material Adverse Effect.

Section 5.5. Financial Information.

Ashland has made available to Buyer the audited balance sheets and the statements of invested equity of the Business, in each case as of September 30, 2007, 2008 and 2009 and June 30, 2010 and audited income statements and statements of cash flows of the Business for the twelve month periods ended September 30, 2007, 2008 and 2009 and the nine month period ended June 30, 2010, and the related notes to these financial statements (the “Financial Statements”). The Financial Statements (a) have been prepared in accordance with Ashland’s policies and procedures and (b) present fairly, in all material respects, the financial condition, results of operations and cash flows of the Business as of the dates of, and the periods referred to in, such Financial Statements in conformity with GAAP as applied, on a consistent basis, by Ashland.

Section 5.6. Absence of Material Adverse Effect.

From June 30, 2010 to the date of this Agreement, there has, with respect to the Business, been no:

(a) change, event, occurrence or circumstance that, individually or in the aggregate with any other changes, events, occurrences or circumstances, has had a Material Adverse Effect; or

(b) material change in the accounting methods used by Ashland or any Asset Selling Corporation.

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Section 5.7. Accounts Receivable.

The Accounts Receivable arose in the ordinary course of business of the Business. There are no setoffs, counterclaims or disputes asserted or conditions precedent to payment therefor with respect to any such Accounts Receivable, and no setoff, counterclaim, dispute, discount or allowance from any such Accounts Receivable has been made or agreed to, in each case, other than such setoffs, counterclaims, disputes, discounts or allowances that are usual and customary in the conduct of the Business consistent with the past practices of Ashland and the Asset Selling Corporations with respect to their reserves.

Section 5.8. Real Property.

(a) “Owned Real Property” means those owned real properties as set forth on Schedule 5.8(a)(i), owned by Ashland or an Asset Selling Corporation and used in connection with the Business. Except as set forth in Schedule 5.8(a)(ii), there are (x) no real properties (other than the Owned Real Property) owned by Ashland or an Asset Selling Corporation that are used in connection with the Business and (y) no Encumbrances on the Owned Real Property, except for Permitted Encumbrances and Scheduled Encumbrances.

(b) “Leased Real Property” means (i) all leased real properties as set forth on Schedule 5.8(b)(i), which are subject to a leasehold interest in favor of Ashland or any Asset Selling Corporation and used in connection with the Business and (ii) any right of Buyer to occupy and use space, from and after Closing, pursuant to a license, sublicense or similar agreement, at the office buildings owned or leased by Ashland and located in Dublin, Ohio, Barendrecht, The Netherlands and Shanghai, China (collectively, “Real Property Leases”). Except as set forth in Schedule 5.8(b)(ii), (w) there are no leased real properties (other than the Leased Real Property) which are subject to a leasehold interest in favor of Ashland or any Asset Selling Corporation that are used in connection with the Business, (x) to the Knowledge of Ashland, no Real Property Lease listed on Schedule 5.8(b)(i) has been modified or amended orally or in writing, (y) each of the Real Property Leases is valid and binding on Ashland, if Ashland is a party thereto, and any Asset Selling Corporation that is a party thereto and, to the Knowledge of Ashland, each other party thereto, and is in full force and effect and (z) neither Ashland nor any Asset Selling Corporation is in breach of or default under any Real Property Lease, the consequences of which, individually or in the aggregate, would have a Material Adverse Effect.

Section 5.9. Material Contracts.

(a) Except for the Contracts set forth on Schedule 5.9(a) (the “Material Contracts”), and except for Contracts entered into after the date hereof and except for Contracts constituting Excluded Assets, neither Ashland nor any Asset Selling Corporation is a party to or bound by:

(i) any Contract for the purchase of raw materials, Inventory, Fleet Vehicles or other Tangible Personal Property, in each case used exclusively in the Business with any supplier or for the furnishing of services exclusively to the Business extending beyond one (1) year from the date hereof and which is not subject to cancellation by Ashland or the Asset Selling Corporation party to such Contract without cause upon notice of ninety (90) days or less

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and without penalty, or the terms of which provide for remaining financial commitments or expenditures of the Business in excess of U.S. $2,500,000 (or its equivalent in any other currency);

(ii) any Contract for the sale of Inventory, Fleet Vehicles or other Tangible Personal Property or for the furnishing of services exclusively by the Business extending beyond one (1) year from the date hereof and which is not subject to cancellation by Ashland or the Asset Selling Corporation party to such Contract without cause upon notice of ninety (90) days or less and without penalty, or the terms of which provide for remaining financial commitments or expenditures to the Business in excess of U.S. $2,500,000 (or its equivalent in any other currency);

(iii) any Contract containing (x) any “take or pay,” minimum purchase, requirements or similar mandatory purchase or sale obligations, (y) any restrictions on the purchase or sale of goods or services in any territory or to any customers or (z) any exclusive arrangement provisions, in each case with the key suppliers or customers of the Business, as set forth on Schedule 5.9(a)(iii);

(iv) any Contract with an Affiliate of Ashland related to the Business that is not terminable by either party thereto without cause upon notice of ninety (90) days or less and without penalty;

(v) any Contract for the purchase of raw materials or Inventory with the key suppliers as set forth on Schedule 5.9(a)(v) to each of the chemicals, plastics and composites divisions of the Business (in each case based on the total purchases of raw materials and Inventory by such division for the twelve months ended June 30, 2010);

(vi) any Contract relating exclusively to the Business concerning a joint venture, partnership or similar contract or agreement (however named) involving the sharing of profits, losses, costs or liabilities;

(vii) any Contract relating exclusively to the Business under which Ashland or any Asset Selling Corporation has created, incurred, assumed or guaranteed any Indebtedness, or under which Ashland or any Asset Selling Corporation has imposed an Encumbrance on the Conveyed Assets;

(viii) any Contract relating exclusively to the Business concerning non-competition;

(ix) any severance Contract for the benefit of the directors or officers of the Business or Employees;

(x) any collective bargaining agreement for the benefit of Employees; and

(xi) any Contract under which Ashland or any Asset Selling Corporation has advanced or loaned any amount to any of the directors or officers of the Business or Employees, except in the ordinary course of business consistent with prior practice.

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(b) (i) Each Material Contract is valid and binding on Ashland, if Ashland is a party thereto, and any Asset Selling Corporation that is a party thereto and, to the Knowledge of Ashland, each other party thereto, and is in full force and effect, and (ii) neither Ashland nor any Asset Selling Corporation is in material breach of, or material default under, any Material Contract to which it is a party.

Section 5.10. Intellectual Property Rights.

(a) Ashland and the Asset Selling Corporations own the Intellectual Property Rights or otherwise have the right to use the Intellectual Property Rights pursuant to a valid license, sublicense or other agreement.

(b) To the Knowledge of Ashland, none of the products or services of, or the exercise of Intellectual Property Rights in, the Business, as currently conducted, infringes upon or otherwise violates any of the intellectual property rights of any third Person.

(c) To the Knowledge of Ashland, no Person is infringing upon or otherwise violating the Intellectual Property Rights.

(d) To the Knowledge of Ashland, no Person has asserted any objection or claim with respect to the ownership, validity or enforceability of the Intellectual Property Rights or either Ashland’s or the Asset Selling Corporations’ rights to exercise, sell or license any Intellectual Property Right, nor has Ashland received any such claim in writing.

Section 5.11. Title to Conveyed Assets.

Subject only to Permitted Encumbrances and Scheduled Encumbrances, Ashland and each Asset Selling Corporation has good title to or, in the case of leased Tangible Personal Property, Fleet Vehicles Leases or the Leased Real Property set forth on Schedule 5.8(b)(i), valid leasehold interests in, all its material Conveyed Assets (other than Intellectual Property Rights, which are the subject of Section 5.10).

Section 5.12. Sufficiency of Assets.

Except for (a) the exclusion of the Excluded Assets (other than Excluded Assets described in Section 2.4(a)(xiii)), (b) assets, services and other obligations of the parties that are contemplated by any Ancillary Agreement and (c) to the extent that the conduct of the Business requires certain general and administrative support services and related computer software programs currently provided to the Business by Ashland and the Asset Selling Corporations and certain of their Affiliates and assuming (1) that Buyer has the ability to provide to the Business those types of corporate-level services currently provided to the Business by Ashland and the Asset Selling Corporations and certain of their Affiliates, including accounting, human resources, law, treasury, information technology, environmental logistics, health and safety services and other support services, (2) that Buyer has the benefit of (A) all arrangements entered into pursuant to Sections 2.3(a), 2.3(c), and 7.1(b) to provide Buyer with the benefits of the Conveyed Assets, the Shared Contracts, and the Environmental Permits, in accordance with such Sections and (B) the benefit of all services provided to Buyer under the Transition Services Agreement and the Commercial Agreements, and (3) Buyer owns or forms legal entities in any

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necessary jurisdictions and that such legal entities obtain such necessary corporate qualifications to do business in such jurisdictions, the Conveyed Assets and the rights, goods and services which are the subject of the Ancillary Agreements constitute all the assets which are necessary for the conduct of the Business immediately following the Closing in all material respects as it is presently conducted by Ashland and the Asset Selling Corporations.

Section 5.13. Compliance with Laws.

Except as to matters otherwise set forth in this Agreement, Ashland and each Asset Selling Corporation is in compliance with all Laws (other than Environmental Laws, Tax Laws or Laws relating to employee benefits or labor matters) applicable to the ownership of the Conveyed Assets and operation of the Business, except to the extent that the failure to comply therewith would not have a Material Adverse Effect or materially delay Ashland’s ability to consummate the Contemplated Transactions.

Section 5.14. Environmental Matters.

(a)    (i) None of Ashland or the Asset Selling Corporations has caused or, to the Knowledge of Ashland, permitted, any Hazardous Material to be used, placed, stored, or disposed of on or under any Conveyed Real Property or any Off-Site Location, except in compliance with applicable Environmental Law and (ii) neither the Business, including that part of the Business conducted at or on the Conveyed Real Property, nor any Conveyed Asset is, and to the Knowledge of Ashland has not been during the five (5) years prior to the date hereof, in violation of any applicable Environmental Law or Governmental Authorization, except, in any such case, for such non-compliance or violation as would not have a Material Adverse Effect.

(b) As of the date hereof, none of Ashland or the Asset Selling Corporations has received any Environmental Notice arising from or relating to the operation or conduct of the Business, including that portion of the Business conducted at the Conveyed Real Property, or the ownership or operation of any Conveyed Asset, the substance of which Environmental Notice has not been resolved or, if pending, would have a Material Adverse Effect.

(c) As of the date hereof, no Order or Proceeding has been issued or is pending against, or to the Knowledge of Ashland is threatened in writing against, Ashland or any Asset Selling Corporation relating to a violation of any applicable Environmental Law or Governmental Authorization or to a Release of Hazardous Materials (in each such case, to the extent any of the foregoing are related to the Conveyed Assets or the operation or conduct of the Business), except, in any such case, for such violation or Release as would not have a Material Adverse Effect

(d) During the five (5) years prior to the date hereof, there has not been any accident or sudden unintended incident in connection with Ashland’s ownership or operation of the Business or of any Conveyed Asset which has resulted, to the Knowledge of Ashland, in exposure of any Person to any Hazardous Material which is reasonably expected to form the basis of a claim for damages or compensation which would have a Material Adverse Effect

(e) Schedule 1.1(d) to this Agreement lists all Conveyed Real Property and all Off-Site Locations (i) at which Ashland is currently engaged in, or is contributing financially to, an

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assessment, response, removal, remediation, corrective action or related monitoring activity to address a Release of any Hazardous Material occurring prior to the date hereof or (ii) with respect to which Ashland has received, prior to the Closing Date, written notice of a potential claim or written notice of potential responsibility with respect to a Release of any Hazardous Material that may result in assessment, response, removal, remediation, corrective action or related monitoring activity in the future.

(f) Except as provided in Sections 5.4, 5.8(a) (as it relates to Encumbrances), 5.15 and 5.16, the representations and warranties in this Section 5.14 are Ashland’s exclusive representations and warranties relating to environmental matters.

Section 5.15. No Litigation or Orders.

(a) As of the date hereof, no Proceeding is pending against or, to the Knowledge of Ashland, threatened in writing against Ashland or any Asset Selling Corporation in connection with the Business which (i) would have a Material Adverse Effect (if determined in a manner adverse to Ashland or the relevant Asset Selling Corporation); or (ii) would restrain, prohibit, invalidate, set aside, rescind, prevent or make unlawful this Agreement, or the carrying out of this Agreement and the Contemplated Transactions.

(b) Neither Ashland nor any Asset Selling Corporation is subject to any outstanding Order in connection with the Business which would have a Material Adverse Effect.

Section 5.16. Governmental Authorizations.

Schedule 5.16 sets forth a list of (i) all material Governmental Authorizations constituting a Conveyed Asset (assuming, for purposes of this Section 5.16 only, that all consents necessary for the transfer of such Governmental Authorizations to Buyer have been obtained) and (ii) all material Governmental Authorizations that are not transferable to Buyer, in each case currently held or being applied for by any Asset Selling Corporation in connection with the ownership of the Conveyed Assets or the operation of the Business (other than authorizations to do business, Tax registrations, export/import licenses and other similar Governmental Authorizations of general application). Neither Ashland nor any Asset Selling Corporation has received written notice that any Governmental Authorization constituting a Conveyed Asset is not in full force and effect, and no claim or Proceeding is pending, or to the Knowledge of Ashland, threatened to revoke or limit any such Governmental Authorization.

Section 5.17. Taxes.

There are no Tax liens (other than Permitted Encumbrances and Scheduled Encumbrances) on the Conveyed Assets. With respect to material Taxes relating to a Pre-Closing Date Tax Period for which the Buyer may have liability (as a successor or otherwise), (i) all Tax Returns relating to such Taxes required to be filed have been filed and each such Tax Return is correct and complete in all material respects, (ii) all such Taxes which are or have become due have been paid in full, (iii) no claims for any such Taxes have been made in writing by any Taxing Authority, and no assessment, deficiency, or adjustment has been asserted or proposed in writing by any Tax Authority with respect to any such Taxes, and (iv) no audits or administrative or judicial proceedings that relate to any such Taxes are pending or being conducted.

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Section 5.18. Labor Matters.

(a) With respect to the Employees, Ashland and the Asset Selling Corporations are and have been at all times for a period of four years up to and including the Closing Date in compliance with all applicable Laws respecting employment and employment practices, employment tax and social security, terms and conditions of employment and wages and hours except, in any such case, for such non-compliance or violation as would not have a Material Adverse Effect.

(b) Ashland and each Asset Selling Corporation have made available to Buyer accurate and complete copies of all material employment Contracts for Employees who are primarily based in the United States and all material policies relating to the employment of the current Employees who are primarily based in the United States. Within thirty (30) days following the date hereof, Ashland and each Asset Selling Corporation shall make available to Buyer accurate and complete copies of all material employment Contracts for Employees who are primarily based outside the United States and all material policies relating to the employment of the current Employees who are primarily based outside the United States.

(c) With respect to the Employees, except for contracts listed in Schedule 5.18(c) (the “Union Contracts”), neither Ashland nor any Asset Selling Corporation is a party to or is bound by any union contract or collective bargaining agreement, nor, except as set forth in Schedule 5.18(c), to the Knowledge of Ashland, is any such contract or agreement currently in effect or being negotiated by or on behalf of Ashland or any Asset Selling Corporation and no employee consultation body exists representing Employees.

(d) Except as listed on Schedule 5.18(d), Ashland has not caused any layoff of employees who were charged exclusively to a Business cost center who were primarily based in the United States during the 90 day period prior to the date hereof.

Section 5.19. Employee Benefits.

(a) Schedule 5.19(a) lists, as of the date hereof, each material Seller Benefit Plan. With respect to each such Seller Benefit Plan maintained for the benefit of Employees who are primarily based in the United States (and each related trust, insurance contract, or fund), Ashland has made available to Buyer true and complete copies of all plan documents and summary plan descriptions, the most recent determination letter (or opinion letter) received from the IRS, the most recent Form 5500 Annual Reports and the most recent actuarial report. Within thirty (30) days following the date hereof, Ashland and the Asset Selling Corporations shall make available to Buyer each material Seller Benefit Plan that is maintained for the benefit of Employees who are primarily based outside the United States and the most recent actuarial report for each such Seller Benefit Plan.

(b) Ashland and the Asset Selling Corporations will have made, on or before the Closing Date, all payments (including premium payments with respect to insurance policies) required to be made by them to each Seller Benefit Plan with respect to which Buyer or any other

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Buyer Corporation would have Liability hereunder on or before the Closing Date and will have accrued (in accordance with GAAP as applied, on a consistent basis, by Ashland and subject to the Closing Account Principles) as of the Closing Date all payments (including premium payments with respect to insurance policies) due but not yet payable as of the Closing Date.

(c) Neither Ashland nor any Asset Selling Corporation has incurred any unsatisfied Liability to the Pension Benefit Guaranty Corporation or any Seller Benefit Plan under Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that could result in the imposition of any material Liability on Buyer or any other Buyer Corporation.

(d) Each Seller Benefit Plan with respect to which Buyer or a Buyer Corporation could have any material Liability hereunder is and has been, operated in all material respects in accordance with its terms and with all applicable Laws including ERISA and the Code. With respect to each of the Seller Benefit Plans that is intended to be qualified under Section 401(a) of the Code, each such plan has been determined by the IRS to be so qualified as to form, and each trust forming a part thereof has been determined by the IRS to be exempt from tax pursuant to Section 501(a) of the Code. To the Knowledge of Ashland, no reason exists that would reasonably be expected to cause such qualified status to be revoked for any period.

(e) Neither Ashland nor any Asset Selling Corporation has entered into any written agreement, arrangement or understanding, other than the Seller Benefit Plans and the Union Contracts, with any trade union, works council or other employee representative body or any number or category of the Employees that would prevent, restrict or impede the implementation of any layoff, redundancy, severance or similar program with respect to the Employees.

(f) There has been no termination or partial termination within the meaning of Section 411(d)(3) of the Code of any Seller Benefit Plan subject to Title IV of ERISA.

(g) Except as listed on Schedule 5.19(g) or as specifically contemplated in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any Employee; (ii) materially increase any benefits otherwise payable by Ashland or an Asset Selling Corporation to any Employee; (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Seller Benefit Plan, in each case, with respect to any Employee or (iv) result in any Asset Selling Corporation or other Affiliate of Ashland that is a participating employer in any UK defined benefit scheme ceasing entirely to contribute to such UK defined benefit scheme.

(h) Schedule 5.19(h) lists each Seller Benefit Plan that provides compensation to Employees in the form of equity interests in, or securities of, Ashland or any Asset Selling Corporation.

(i) As of the date hereof, neither Ashland nor any Asset Selling Corporation has incurred any unsatisfied liability (including withdrawal liability) under any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA) other than with respect to routine contributions.

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(j) There are no pending Proceedings that have been instituted or, to the Knowledge of Ashland, asserted against any of the Seller Benefit Plans, the assets of any of the trusts under such plans, the plan sponsors, the plan administrator or any fiduciary of any such plan (other than routine benefit claims) that could result in the imposition of any material Liability on Buyer or a Buyer Corporation. There are no investigations or audits by any Governmental Authority of any of the Seller Benefit Plans, any trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan that have been instituted or, to the Knowledge of Ashland, threatened.

Section 5.20. Compliance with the Foreign Corrupt Practices Act

(a) Since January 1, 2008, none of Ashland, any Asset Selling Corporation or, to the Knowledge of Ashland, any director, officer, employee, agent or other representative of Ashland or any Asset Selling Corporation, has in violation of the United States Foreign Corrupt Practices Act, as amended (the “FCPA”) and in order to obtain or retain business related to the Business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value to:

(i) any officer of, employee of, or any person acting in an official capacity for or on behalf of, a foreign government (or any department, agency, or instrumentality thereof) or a public international organization (as defined in the FCPA);

(ii) any foreign political party or official thereof;

(iii) any candidate for foreign political office; or

(iv) any person while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official, to any foreign political party or official thereof or to any candidate for foreign political office.

(b) Ashland and each Asset Selling Corporation maintain a system of internal accounting controls designed to provide reasonable assurances that:

(i) transactions are executed and access to assets is permitted only in accordance with management’s general or specific authorization;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP as applied, on a consistent basis, by Ashland or any other criteria applicable to such statements and to maintain accountability for assets; and

(iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Section 5.21. Brokers.

Other than Bank of America Xxxxxxx Xxxxx, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Ashland.

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Section 5.22. Disclaimer of Other Representations and Warranties.

Except as expressly set forth in Article 5, neither Ashland nor any Asset Selling Corporation makes any representation or warranty, express or implied, at Law or in equity, with respect to this Agreement, the Contemplated Transactions, the Ancillary Agreements, the Conveyed Assets, the Business or any information provided or made available to Buyer in connection with the Contemplated Transactions, including any warranty with respect to merchantability or fitness for any particular purpose, and all other representations or warranties are hereby expressly disclaimed.

ARTICLE 6.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Ashland the following:

Section 6.1. Organization.

Buyer is a limited liability company duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the Laws of Delaware and has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted. Each Buyer Corporation is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the Laws of the jurisdiction of its organization) and each Buyer Corporation has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted, except where the absence of such power and authority would not have a Buyer Material Adverse Effect.

Section 6.2. Authority; Binding Effect.

(a) Buyer has full power and authority to enter into this Agreement. Buyer and each of the Buyer Corporations has full power and authority, corporate and otherwise, to enter into the Ancillary Agreements to which it is a party and to perform its respective obligations hereunder and thereunder (as the case may be). This Agreement and the Ancillary Agreements to which Buyer and any of the Buyer Corporations is a party have been duly authorized and approved by all necessary corporate or other action.

(b) Assuming the due authorization, execution and delivery of this Agreement by Ashland, this Agreement constitutes a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally. Assuming the due authorization, execution and delivery of the Ancillary Agreements by Ashland or the relevant Asset Selling Corporation, as the case may be, each Ancillary Agreement to which Buyer or a Buyer Corporation is a party, when delivered hereunder, will be duly and validly executed and delivered and will constitute a legal, valid and binding obligation of Buyer or the relevant Buyer Corporation (as the case may be), enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally.

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Section 6.3. Non-Contravention.

The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party and the execution, delivery and performance by each Buyer Corporation of the Ancillary Agreements to which it is a party, and the consummation of the Contemplated Transactions, do not and will not (i) violate any provision of the organizational documents of Buyer or the relevant Buyer Corporation, or (ii) assuming compliance with the matters set forth in Sections 5.4 and 6.5, violate or result in a breach of or constitute a default under any Law or Order to which Buyer or any Buyer Corporation is subject.

Section 6.4. Financing.

(a) Buyer has received (i) an executed commitment letter, dated as of the date of this Agreement (including all exhibits, schedules, annexes and amendments thereto as of the date of this Agreement, the “Debt Commitment Letter”), from Bank of America, N.A. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (collectively, the “Lenders”) to provide Buyer with up to U.S.$600,000,000 in debt financing at the Closing (the “Debt Financing”) and (ii) an executed commitment letter, dated as of the date of this Agreement (including all exhibits, schedules, annexes and amendments thereto as of the date of this Agreement, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), from TPG Partners VI, L.P., an Affiliate of Buyer (the “Sponsor Fund”), to provide Buyer with up to U.S.$400,000,000 in equity financing (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The proceeds of the Financing or any Alternate Financing arranged pursuant to Section 7.6(c) will be used to pay the Purchase Price and the fees and expenses relating to the Contemplated Transactions and the transactions under the Implementing Agreements. Buyer has provided Ashland with a true, complete, correct and fully executed copy of each Commitment Letter and will provide Ashland with a true, complete, correct and fully executed copy of each commitment letter entered into in connection with any Alternate Financing. The Equity Commitment Letter so provided is in full force and effect and is a valid, legal, binding and enforceable obligation of the parties thereto. The Debt Commitment Letter so provided is in full force and effect and is a valid, legal, binding and enforceable obligation of Buyer, and to the Knowledge of Buyer, the other parties thereto (provided that, if Buyer has entered into any Alternate Financing, the phrase “Debt Commitment Letter so provided” shall be deemed to mean, for purposes of this sentence, the commitment letter with respect to such Alternate Financing). Any Alternate Financing arranged pursuant to Section 7.6(c) (including any new financing commitment) put in place after the date hereof (x) will be in full force and effect from the time the commitment letter(s) with respect thereto have been executed until the earlier of Closing or such time as any replacement Alternate Financing (including any new financing commitment) has been put in place in compliance with Section 7.6(c) and (y) will be a valid, legal, binding and enforceable obligation of Buyer, and to the Knowledge of Buyer, the other parties thereto. In addition, (i) except as expressly permitted by Section 7.6(c) or with the express written consent of Ashland, (x) no Commitment Letter (or any commitment letter in respect of any Alternate Financing) has been amended, restated or otherwise modified, (y) the financing commitments in each Commitment Letter (or any commitment letter in respect of any Alternate Financing) have not been withdrawn or terminated and (z) the financing commitments in each Commitment Letter (or any commitment letter in respect of any Alternate Financing) have not been rescinded in any respect (and no party thereto

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has indicated an intent to so rescind), (ii) none of Buyer or its Affiliates is in breach of any of the terms or conditions set forth in any Commitment Letter (or any commitment letter in respect of any Alternate Financing) and (iii) assuming the accuracy of the representations and warranties of Ashland set forth in Article 5, in all material respects and as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach on the part of Buyer under any term or condition of the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees in connection with the Commitment Letters (or any commitment letter in respect of any Alternate Financing) that are payable on or prior to the date of this Agreement and shall in the future pay any such fees as they become due. There are no side letters or other agreements, arrangements or understandings (written or oral) relating to the Financing (other than the Commitment Letters and the Fee Letter) to which Buyer or any of its Affiliates (including the Sponsor Fund) is a party that impose additional conditions precedent to or are otherwise reasonably likely to impair or delay the Closing or the availability of the Debt Financing or any Alternate Financing on the Closing Date.

(b) Assuming the accuracy of the representations and warranties set forth in Section 5 in all material respects and the performance by Ashland of its obligations under Section 7.6 and subject to the satisfaction or waiver of the conditions set forth in Sections 4.1 and 4.2, as of the date hereof, Buyer has no reason to believe that any of the conditions to the Financing contemplated by the Commitment Letters (or any Alternate Financing that may be contemplated by any future commitment letter in respect of any Alternate Financing) will not be satisfied on the Closing Date or that the Financing or any portion thereof (or, in the event any Alternate Financing is arranged in accordance with Section 7.6(a)), the Alternate Financing or any portion thereof) will otherwise not be available to Buyer on the Closing Date. The net proceeds from (i) the Financing, when funded in accordance with the Commitment Letters at the Closing, or (ii) in the event any Alternate Financing is arranged in accordance with Section 7.6(a), such Alternate Financing, when funded in accordance with the commitment letters in respect thereof, will constitute all of the financing required for the consummation of the Contemplated Transactions pursuant to the terms of this Agreement and be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement and the Implementing Agreements, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of the Contemplated Transactions and the transactions under the Implementing Agreements. There are no conditions precedent or other contingencies (including in any fee letter between Buyer and the Lenders (the “Fee Letter”)) (i) to the availability of any “market flex” provisions set forth in any Commitment Letter (or any commitment letter in respect of any Alternate Financing) or Fee Letter (or any fee letter in respect of any Alternate Financing), (ii) other than as expressly set forth in the Debt Commitment Letter (or any commitment letter in respect of any Alternate Financing), to any lenders’ obligations to fund the Debt Financing or any Alternate Financing that replaces the Financing and (iii) other than as expressly set forth in the Equity Commitment Letter, to the Sponsor Fund’s obligation to fund the Equity Financing.

Section 6.5. Buyer Governmental Consents and Approvals.

Except as set forth in Schedule 6.5, to the Knowledge of Buyer, the execution and delivery of this Agreement and the Ancillary Agreements by each of Buyer and the relevant Buyer Corporations, and the performance by Buyer and the relevant Buyer Corporations of their

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respective obligations hereunder and thereunder do not and will not require any filing with, or clearance, consent or approval of, any Governmental Authority, except filings, clearances, consents or approvals, the failure of which to effect or obtain would not have a Buyer Material Adverse Effect.

Section 6.6. Certain Proceedings.

As of the date of this Agreement, no Proceeding is pending, or to the Knowledge of Buyer, threatened in writing, before or by any Governmental Authority, against Buyer or any Buyer Corporation, which would restrain, prohibit, invalidate, set aside, rescind, prevent or make unlawful this Agreement or the carrying out of this Agreement and the Contemplated Transactions.

Section 6.7. Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Buyer.

Section 6.8. Sponsor Guarantee.

Concurrently with the execution of this Agreement, Buyer has delivered to Ashland a limited guarantee, dated the date hereof, of the Sponsor Fund guaranteeing certain of Buyer’s obligations hereunder (the “Sponsor Guarantee”). The Sponsor Guarantee is in full force and effect and is a valid, legal, binding and enforceable obligation of the Sponsor Fund. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Sponsor Fund under the Sponsor Guarantee. Nothing in this Section 6.8 shall be construed to limit in any way Ashland’s right to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement as contemplated by and subject to the limitations set forth in Section 11.17.

Section 6.9. Buyer’s Investigation.

Each of Buyer and the Buyer Corporations is purchasing the Conveyed Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of Ashland or any Asset Selling Corporation not expressly set forth in this Agreement.

ARTICLE 7.

FURTHER AGREEMENTS

Section 7.1. Efforts of the Parties.

(a) Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done not later than February 28, 2011, or as soon as practicable thereafter, all things necessary under applicable Laws to consummate and make effective the Contemplated Transactions, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Contemplated Transactions (which actions

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shall include, furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer, Ashland or any Asset Selling Corporation in connection with the acquisition of the Conveyed Assets or the taking of any related action contemplated by this Agreement, and (iii) to effect all necessary registrations and filings with Governmental Authorities. Without limiting the foregoing, Ashland shall be responsible, at its sole cost and expense, for compliance with all applicable requirements of the Industrial Site Recovery Act (“ISRA”) in connection with the Contemplated Transactions and, prior to the Closing Date, Ashland shall obtain from the New Jersey Department of Environmental Protection (“NJDEP”), and shall provide to the Buyer, either (i) a No Further Action Letter (as defined in ISRA), (ii) a Negative Declaration (as defined in ISRA), (iii) an approved Remedial Action Workplan or Remediation Agreement (as such terms are defined in ISRA), or (iv) any other written acknowledgment from NJDEP of an applicable waiver, exemption or authorization permitted under ISRA.

(b) Without limiting Sections 2.3 or 7.1(a), Buyer, Ashland and the Asset Selling Corporations shall cooperate using their commercially reasonable efforts to transfer, obtain, or to cause to be transferred or obtained, prior to the Closing or as soon as practicable thereafter, any Governmental Authorization issued or required under Environmental Law and necessary for Buyer to own or operate the Business or the Conveyed Assets (“Environmental Permits”). During the period commencing on the date hereof and continuing until one hundred eighty (180) days after the Closing, which 180-day period may be extended in thirty (30) day increments by mutual agreement of the parties, provided that, in no case shall such aggregate period, including any extensions, end later than the date that is twelve (12) months after the Closing Date, (i) each of Buyer, Ashland and the Asset Selling Corporations shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with securing (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits, and (ii) if any Environmental Permits are not secured prior to the Closing, Buyer, Ashland and the Asset Selling Corporations shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either party under which Buyer shall obtain the benefit of Environmental Permits held by Ashland or the Asset Selling Corporations in connection with the ownership or operation of the Business or the Conveyed Assets following the Closing; provided that such assistance and cooperation shall not include any obligation to pay any consideration to any third party or Governmental Authority from whom such Environmental Permits are requested under this Section 7.1(b), or to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided further that Buyer shall indemnify and hold harmless the Ashland Indemnitees from and against any and all Losses or Liabilities arising out of or relating to any Environmental Permit held by Ashland or the Asset Selling Corporations for the benefit of Buyer pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement.

(c) Without limiting Section 7.1(a), (i) prior to the Closing Buyer and Ashland shall negotiate in good faith to complete the schedules to the Commercial Agreements and the Transition Agreements as contemplated in the forms of such agreements attached hereto and (ii)

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Ashland shall provide to Buyer, on or prior to December 31, 2010, the audited balance sheet and the statement of invested equity of the Business, in each case as of September 30, 2010, and the audited income statement and statement of cash flows of the Business for the twelve month period ended September 30, 2010, and the related notes thereto, in each case prepared on basis consistent with the Financial Statements.

(d) Prior to the Closing, Ashland shall unwind or otherwise amend or restructure each of (i) the Amended and Restated Transfer and Administration Agreement, dated as of March 31, 2010, by and among CVG Capital II LLC, a wholly-owned special purpose subsidiary of Seller (“CVG”), Buyer, certain conduit and uncommitted investors named therein, the Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc., Xxxxx Fargo Bank, National Association and various other investor groups, managing agents, letter of credit issuers and administrators a party thereto (the “TAA”) and (ii) the Sale Agreement, dated as of November 13, 2008, by and between Buyer and CVG, as amended pursuant to the First Amendment to Sale Agreement, dated as of March 31, 2010 (the “Sale Agreement”, and together with the TAA, the “Accounts Receivable Securitization Facility”) in such a manner as enables Ashland and the Asset Selling Corporations to transfer to Buyer and the Buyer Corporations the Accounts Receivable (other than Allocated Accounts Receivable) in a form customarily acceptable to asset backed lenders for purposes of securing asset backed financing facilities.

Section 7.2. Certain Governmental Matters.

(a) Without limiting the generality of the undertakings pursuant to this Section 7.2, Buyer and Ashland agree to take or cause to be taken the following actions: (i) provide promptly to any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) information and documents requested by such Governmental Competition Authority, or necessary, proper or advisable in connection with the Contemplated Transactions; and (ii) without in any way limiting the other provisions of this Section 7.2, file any Notification and Report form pursuant to the HSR Act and related material required under any Competition Law, including the EU Merger Regulation, in connection with the Contemplated Transactions as soon as practicable, and thereafter use its reasonable best efforts to comply as soon as practicable with any requests for additional information or documentary material that may be made under such Competition Law. From and after the date hereof and until all governmental approvals required in connection with the Contemplated Transactions have been obtained, Buyer shall not, and shall cause each of the Buyer Corporations not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period.

(b) Each of Ashland and Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall comply with any such inquiry or request as promptly as practicable. Ashland and Buyer shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 7.2, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views

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of the other party in connection with, any proposed written communication to any Governmental Competition Authority and provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party and Ashland, the Asset Selling Corporations or Buyer or the Buyer Corporations, as the case may be, to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the Contemplated Transactions; provided, however, that materials may be redacted before being provided to the other party (x) to remove references concerning the valuation of the Business, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable privilege or confidentiality concerns, and (ii) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 7.2, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party to the Contemplated Transactions before any Governmental Competition Authority reviewing the Contemplated Transactions, including by providing as promptly as practicable such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.

(c) If any objections are asserted by any Governmental Competition Authority with respect to the Contemplated Transactions under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the Contemplated Transactions, or if any action is instituted by any Governmental Competition Authority or any private party challenging any of the Contemplated Transactions as violative of applicable Competition Law, or an order is issued enjoining the Contemplated Transactions, each of Ashland and Buyer shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Contemplated Transactions by the Closing, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Contemplated Transactions. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Contemplated Transactions, each of Ashland and Buyer shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Contemplated Transactions.

(d) Each of Ashland and Buyer shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Ashland and Buyer shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or not to consummate the Contemplated Transactions on the Closing Date, except with the prior written consent of the other party to this Agreement. Ashland and Buyer shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or

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proceeding contemplated by this Section 7.2 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.

(e) Without limiting the foregoing or any other provision of this Agreement, Buyer shall use reasonable best efforts to take any action necessary to avoid and eliminate each and every impediment under any applicable United States Competition Law if required by a Governmental Authority in the United States, so as to enable the consummation of the Contemplated Transactions as soon as reasonably possible, including, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, mitigation agreement or otherwise, the sale, divestiture or disposition of the respective businesses, product lines or assets of Buyer and each of the Buyer Corporations (including the Conveyed Assets) and (ii) otherwise using reasonable best efforts to take or commit to take actions that after consummation of the Contemplated Transactions would limit Buyer’s or the Buyer Corporations’ freedom of action with respect to, or its or their ability to retain, any of the businesses, product lines or assets of Buyer or the Buyer Corporations (including the Conveyed Assets), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding brought under the Competition Law in the United States, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Buyer and the Buyer Corporations shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any actions that limit its or their freedom of action with respect to, or Buyer’s or any Buyer Corporation’s ability to retain, any of the businesses, product lines or assets of Buyer or any Buyer Corporation (including the Conveyed Assets) if required by a Governmental Authority in the United States, provided that any such action is conditioned upon the consummation of the Contemplated Transactions.

Section 7.3. Update of Schedules.

(a) Prior to the Closing Date, Ashland (x) shall update the Schedules with additional material disclosures and (y) may, at its sole option, update the Schedules with other additional disclosures that, in each case, have arisen or first been discovered since the date of this Agreement; provided that nothing in this Section 7.3 is intended to limit Ashland’s obligation to update Schedule 7.5(a), as set forth in Section 7.5(a). In the event that Ashland updates the Schedules, in accordance with this Section 7.3, Ashland shall provide such additional disclosures to Buyer by written notice in accordance with Section 11.1 in the case of disclosures provided pursuant to clause (x), promptly after senior management of Ashland becomes aware of the same and, in the case of disclosures provided pursuant to clause (x) or clause (y), no later than ten (10) Business Days prior to the Closing Date.

(b) Upon receipt of such notice, Buyer shall have until the earlier of (i) five (5) Business Days after receipt of such notice and (ii) two (2) Business Days prior to the Closing Date to terminate this Agreement pursuant to Section 8.1(d), if as a result of notice, the condition precedent to Buyer’s obligation to close set forth in Section 4.2(b) or (d) is not satisfied, by delivering written notice thereof to Ashland in accordance with Section 11.1. In the event that Buyer does not exercise such termination right, the additional disclosures delivered by Ashland shall be deemed to be part of the Schedules as delivered to Buyer on the date of this Agreement

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solely for purposes of determining whether the condition precedent to Buyer’s obligation to close in Section 4.2(b) or (d) has been satisfied. For the avoidance of doubt, such additional disclosures shall be disregarded in connection with claims for indemnification with respect to representations and warranties made as of the date hereof.

(c) In furtherance of the foregoing, each party acknowledges that the intention of this Section 7.3 is not to delay or postpone the Closing Date and except as set forth in this Section 7.3, the exercise, or failure to exercise, by either party of any right, power or privilege pursuant to this Section 7.3 shall not operate as a waiver of any other right, power or privilege of such party under this Agreement.

(d) Prior to the Closing Date, Ashland shall update Schedule 1.1(d) with any additional disclosures relating to any Conveyed Real Property or Off-Site Location that have arisen or first been discovered since the date of this Agreement and for which Ashland has received written notice prior to the Closing Date of a potential claim or written notice of responsibility with respect to a Release of any Hazardous Material that may result in assessment, response, removal, remediation, corrective action or related monitoring activity in the future.

Section 7.4. Certain Tax Matters.

(a) Cooperation on Tax Matters. (i) Buyer and Ashland agree to furnish, or cause to be furnished, to each other, upon request, in a timely manner, such information (including access to books and records) and assistance relating to the Business and the Conveyed Assets as is reasonably necessary for the filing of any Tax Return, for the preparation or conduct of any audit, and for the prosecution or defense of any claim, suit or proceeding relating to Taxes.

(ii) Ashland shall retain, or cause to be retained, all of its Tax and accounting books and records (including all computerized books and records, and any such information stored on any other form of media) as well as those of the Asset Selling Corporations, in each case relevant for Taxes for all Straddle Tax Periods until the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) has expired (“Retention Period”), and to abide by all record retention agreements entered into with any Taxing Authority.

(iii) To the extent requested by Ashland, and at Ashland’s expense, Buyer shall reasonably cooperate with Ashland in applying for and obtaining any available Tax refunds with respect to Pre-Closing Date Tax Periods.

(b) VAT. (i) Subject to Section 7.4(b)(ii), the consideration specified for all supplies of goods and services made or deemed to be made under or in connection with the consummation of the transactions contemplated by this Agreement, the Implementing Agreements and the Transition Agreements shall be exclusive of VAT. Ashland and Buyer shall procure that any of their respective Affiliates receiving the supply in question shall pay to the Person making that supply (in addition to the specified consideration) all VAT for which the Person making the supply is required by any Taxing Authority to charge VAT in relation to that supply. All VAT payable under this Agreement, the Implementing Agreements and the Transition Agreements shall be paid two (2) Business Days before that Person has to account for the same, and the supplier shall provide a properly completed and executed VAT invoice in accordance with applicable Tax Law.

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(ii) The parties intend that any sale of the Conveyed Assets within the EU will be treated by the relevant Taxing Authority as a TOGC and the parties shall use their reasonable efforts to procure that any such sale is so treated. This obligation shall not require Ashland to make any appeal to any tribunal or court of law against any determination of any Taxing Authority that the sale does not amount to a TOGC, unless Buyer has timely notified Ashland that it requires such appeal or challenge to be made and that it agrees to indemnify Ashland against all irrecoverable costs and expenses that Ashland may incur by taking any such required action.

(iii) Ashland and Buyer shall procure that the Person retaining at the Closing the VAT records relating to the Business shall preserve such records for such periods as may be required by the relevant Tax Law and during such periods shall permit the other party or its agents at all reasonable times and subject to reasonable written notice to inspect and take copies of such records at the cost of the Person requesting such inspection and/or copies.

(iv) If it is finally determined by the relevant Taxing Authority that any sale of the Conveyed Assets under this Agreement does not constitute a TOGC, then Buyer shall procure that the VAT chargeable shall be paid by the relevant Affiliate to Ashland two (2) Business Days before Ashland has to account for the same and against production of a properly completed and executed VAT invoice in accordance with applicable Tax Law and any VAT records provided by Ashland to Buyer or Buyer’s Affiliate shall be returned to Ashland. Buyer shall indemnify or procure that such Affiliate shall indemnify Ashland on an after Tax basis against any penalty and interest charges incurred by Ashland to any Taxing Authority in relation to such VAT.

(c) Transfer Taxes. (i) All recoverable and non-recoverable transfer, documentary, sales, use, stamp, registration, and other similar Taxes, and all conveyance fees, recording charges and other fees and charges (such Taxes, fees and charges, including any penalties or interest but excluding VAT, “Transfer Taxes”) incurred in connection with the consummation of the transactions contemplated by this Agreement, the Implementing Agreements and the Transition Agreements, as well as the cost of the filing of all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, shall be borne and paid when due 50% by Buyer and 50% by Ashland, and Ashland and Buyer shall file all necessary Tax Returns and other documentation required to be filed by it with respect to all such Taxes, fees and charges, and, if required by applicable Law, the parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation.

(ii) If there is any available sales Tax exemption in relation to any Conveyed Assets, Buyer shall timely deliver to Ashland or the relevant Asset Selling Corporation the relevant sales Tax exemption certificate. If there are any available exemptions relating to Taxes described in Section 7.4(c)(i), Ashland and Buyer shall take commercially reasonable actions to secure such exemptions.

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(d) FIRPTA Affidavit. Ashland shall deliver to Buyer at the Closing affidavits (the “FIRPTA Affidavits”), duly executed and acknowledged, certifying that Ashland or the relevant Asset Selling Corporation will be exempt from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder with respect to the transactions contemplated by this Agreement.

(e) Allocation of Taxes in Straddle Tax Periods. For purposes of this Agreement, in the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date shall be:

(i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended on the Closing Date; and

(ii) in the case of Taxes imposed on a periodic basis (e.g., real estate Taxes), deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

(f) Tax Treatment of Indemnity Payments. Any amount paid by a party to another party under Sections 2.8, 9.1, 9.2 and 11.9 shall be treated for all Tax purposes as an adjustment to the Purchase Price to the extent permitted under applicable Tax Law.

Section 7.5. Certain Employee Matters.

(a) Employees. Schedule 7.5(a) lists, to the extent permitted by applicable Law, each Employee as of the date hereof, including the name, title, work location and employer thereof. If the name of any Employee has been replaced with an identification number on Schedule 7.5(a) in order to comply with applicable Law, Ashland shall deliver an update of such Schedule with the names of such individuals at the Closing. Ashland shall update Schedule 7.5(a) periodically prior to the Closing Date to reflect, with respect to the Business, any additional Employees, new hires, retirements, resignations, dismissals and other employment terminations which may have occurred at any time on or prior to the Closing Date; provided that one such update shall occur within ten (10) to thirty (30) days prior to the Closing Date. Prior to the earlier of the Closing and the valid termination of this Agreement, Ashland and the Asset Selling Corporations shall not carry out any mass layoffs or reductions in force involving five or more Employees at any single site of employment primarily located in the United States without the prior written agreement of Buyer.

(b) Continuation of Employment. (i) Where applicable Law provides for the automatic transfer of employment of any Employee upon the consummation of the transactions contemplated hereby, the parties shall take or cause to be taken such actions as are required under applicable Law to accomplish such transfer of employment of such Employee to Buyer or a Buyer Corporation as a matter of Law as of the Closing. Where applicable Law does not

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provide for the transfer of employment of any Employee upon the consummation of the transactions contemplated hereby, Buyer shall, or shall cause a Buyer Corporation to, make offers of at-will (to the extent permitted by applicable Law) employment in accordance with the provisions of this Section 7.5, to be effective as of the Closing (or such later date as provided in Section 7.5(e)), to all such Employees.

(ii) The parties acknowledge that the transfer of the portions of the Business conducted by Ashland and the Asset Selling Corporations in the European Union (“EU”) and certain other countries listed in Schedule 7.5(b) constitutes a transfer of business within the meaning of EU Council Directive 2001/23/EC, the national Laws implementing the same or any similar Laws applicable in non-EU jurisdictions, and each Employee belonging to said portions of the Business shall be referred to herein as a “European Employee” and shall be listed in and designated as such on Schedule 7.5(b), which Schedule shall be updated in the same manner as Schedule 7.5(a) as described in Section 7.5(a). The parties further acknowledge that, as a result, the employment of the European Employees, including all related rights and obligations, will transfer by operation of Law to Buyer or a Buyer Corporation (as the case may be) as of the Closing Date, except as otherwise provided in this Section 7.5 and except with respect to any European Employee who timely exercises his or her rights, if any, under any applicable Law to prevent such transfer from occurring, subject to Section 7.5(b)(iii) below (the European Employees whose employment transfers to Buyer or a Buyer Corporation, the “European Transferred Employees”). As a result, Buyer or the Buyer Corporations will assume by operation of Law, as of the Closing Date, all Liabilities towards the European Transferred Employees except to the extent otherwise provided in this Section 7.5.

(iii) The parties will use their reasonable efforts to obtain the approval of the applicable Governmental Authority or any labor authority as may be required for the transfer of any European Employees who, if any, are “protected employees” under applicable Law.

(iv) If any contract of employment or engagement for any individual not listed in Schedule 7.5(b) as of the Closing Date or any collective agreement not listed in Schedule 5.18(c) transfers or is alleged to have transferred to Buyer or a Buyer Corporation pursuant to EU Council Directive 2001/23/EC or the national Laws implementing the same or any similar Laws applicable in non-EU jurisdictions, Buyer or Buyer Corporation may terminate such contract or agreement and Ashland shall indemnify and hold Buyer and Buyer Corporation harmless against all Liabilities and reasonable attorney fees and costs that Buyer or Buyer Corporation may suffer, incur, sustain, or pay by reason of, or on account of, or arising out of such transfer or termination.

(c) Offers of Employment. Buyer shall, or shall cause a Buyer Corporation to, make offers of at-will (to the extent permitted by applicable Law) employment to the Employees in accordance with the provisions of this Section 7.5, at least thirty (30) days prior to the Closing Date (or such longer period required by applicable Law or the terms of any Union Contract), with such employment to be effective as of the Closing (or such later date as provided in Section 7.5(e)). Any such offer of employment shall be for a position that is comparable to the type of position held by such Employee immediately prior to the Closing Date and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is automatic pursuant to applicable Law or the

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terms of any Union Contract. Each Employee (other than a European Employee) who accepts the offer of employment, including offers described in Section 7.5(e), from Buyer or a Buyer Corporation, is referred to herein as an “ASC Transferred Employee”. ASC Transferred Employees and European Transferred Employees are referred to collectively herein as “Transferred Employees”. Except as otherwise specifically provided in this Article VII or to the extent required by applicable Law, effective as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans.

(d) Continuation of Compensation and Benefits. For a period of eighteen (18) months immediately after the Closing Date (or for such longer period as required by applicable Law or pursuant to the terms of any applicable Union Contract), Buyer shall (or shall cause the Buyer Corporations to) provide to each Transferred Employee (i) a base salary or wages no less favorable than those provided immediately prior to the Closing Date and (ii) other employee benefits, variable pay, incentive or bonus opportunities under plans, programs and arrangements that are substantially comparable in the aggregate to those provided by Ashland or the applicable Asset Selling Corporation as expected to be in effect on January 1, 2011, as set forth on Schedule 7.5(d). Notwithstanding the foregoing, nothing contemplated by this Agreement shall be construed as requiring either Buyer or any Buyer Corporation to be obligated to continue the employment of any Transferred Employee for any period after the applicable Closing Date.

(e) Inactive Employees. With respect to Employees who are not actively at work on the Closing Date due to illness, short-term disability (including maternity leave), worker’s compensation or other approved leave of absence (other than any such Employee whose employment is required to be transferred to Buyer under applicable Law), Buyer or a Buyer Corporation shall be required to offer employment to such Employee, in accordance with and subject to the provisions of this Section 7.5, as of the date such Employee is released to return to active work at the conclusion of such leave. Ashland or the applicable Asset Selling Corporation or Affiliate shall have the sole obligation to provide compensation and benefits to each such Employee as of the Closing Date until the date he or she becomes a Transferred Employee.

(f) Severance Obligations. (i) Ashland and Buyer intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Employee prior to or upon the consummation of the transactions contemplated hereby and that the Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Ashland and Buyer shall comply with any requirements under applicable Law to ensure the same. Subject to Section 7.5(b)(iv), Buyer shall bear any costs related to, and shall indemnify and hold harmless Ashland and the Asset Selling Corporations from and against, any claims made by any Employee for any statutory, contractual or common law severance or separation benefits and other legally mandated payment obligations (including the employer portion of any employment taxes, together with any compensation payable during any mandatory termination notice period related thereto, collectively, “Separation Benefits”), in each case, arising out of or in connection with the failure of Buyer or the Buyer Corporations to make offers of employment or continue the employment of any Employee, in each case in accordance with this Agreement and as required by applicable Law, and Ashland and the Asset Selling Corporations shall bear any costs related to, and shall indemnify and hold

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harmless Buyer and the Buyer Corporations from and against, any claims made by any Employee for any Separation Benefits that arise out of the refusal of such Employee to accept an offer of employment made in accordance with this Agreement and applicable Law by, or an objection by such Employee to an automatic transfer of employment to, Buyer or a Buyer Corporation or for the liabilities associated with the agreements listed in Schedule 7.5.

(ii) Subject to Section 7.5(b)(iv), Buyer shall, or shall cause the Buyer Corporations to, provide each Transferred Employee whose employment is terminated within eighteen (18) months following the Closing Date with severance and other separation benefits substantially comparable to the severance and other separation benefits provided to such Transferred Employee by Ashland or the applicable Asset Selling Corporation as in effect as of the date of this Agreement.

(g) Allocation of Employment Liabilities. (i) Except as otherwise specifically provided in this Article VII, Ashland and the Asset Selling Corporations shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), that relate to any period prior to the Effective Time, whether or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individual). Except as otherwise specifically provided in this Article VII, effective as of the Effective Time, Buyer or a Buyer Corporation shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilities, obligations, claims or losses that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) that relate to any period on or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due on or after the Closing Date, or are otherwise expressly assumed by Buyer or a Buyer Corporation pursuant to this Agreement.

(ii) Ashland and the Asset Selling Corporations shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees and Employees prior to the Effective Time that are covered under the terms of the applicable plans of Ashland and the Asset Selling Corporations or their respective Affiliates. With respect to claims incurred on or after the Effective Time by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; (ii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; (iii) in the case of life insurance benefits, upon death; and (iv) in the case of accidental death and dismemberment benefits, at the time of the accident.

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(iii) The liabilities, obligations, claims and losses that are retained by Ashland and the Asset Selling Corporations pursuant to Sections 7.5(g)(i) and (ii) above are referred to herein as the “Retained Employee Liabilities.”

(h) Service Credit. Effective from and after the Effective Time, Buyer or a Buyer Corporation shall (i) recognize, for all purposes (including eligibility, vesting and benefit levels and accruals, but other than benefit accrual under a defined benefit pension plan (other than any Seller Benefit Plan that is assumed by Buyer or a Buyer Corporation)) under all plans, programs and arrangements, established or maintained by Buyer or a Buyer Corporation for the benefit of the Transferred Employees, service with Ashland or the Asset Selling Corporations and their respective Affiliates prior to the Closing Date to the extent such service was recognized under the corresponding Seller Benefit Plan covering such Transferred Employees and (ii) waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under all employee health and other welfare benefit plans established or maintained by Buyer or a Buyer Corporation for the benefit of the Transferred Employees, except to the extent such pre-existing condition exclusion, requirement or waiting period would have applied to such individual under the corresponding Seller Benefit Plan immediately prior to the Closing, and (iii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Closing Date for the plan year in which the Closing occurs.

(i) Accrued Vacation. Except as otherwise required under applicable Law, as of 12:01 a.m. on the Closing Date, Buyer or a Buyer Corporation shall assume and honor all vacation days and paid time off days accrued but not yet taken by the Transferred Employees as of the Closing Date, to the extent reflected in the Agreed Closing Account (it being understood that Buyer or a Buyer Corporation may deduct from the number of vacation days and paid time off days made available to any such Employee the number of days of vacation or paid time off previously taken by such Employee in the applicable year).

(j) Bonuses. Within 120 days following the Closing Date, Ashland and the Asset Selling Corporations shall make any payments to the Transferred Employees pursuant to any variable pay, bonus, cash performance and incentive plans in respect of the period prior to the Closing Date. Following the Closing Date, Transferred Employees shall participate in any variable pay, bonus, cash performance and incentive plans established or maintained by Buyer or a Buyer Corporation.

(k) In the case of any Employee referred to in Section 7.5(e), except as otherwise required by applicable Law or otherwise specifically provided in this Agreement, references to Closing Date in Sections 7.5(g) through (j) shall instead be deemed to refer to the date such Employee became a Transferred Employee.

(l) 401(k) Plan. If Buyer or a Buyer Corporation maintains or establishes a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Buyer’s 401(k) Plan”), Buyer or a Buyer Corporation shall permit each Transferred Employee participating in a Seller Benefit Plan that is a defined contribution

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plan with a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Seller’s 401(k) Plan”) to effect, and Buyer or a Buyer Corporation agrees to cause Buyer’s 401(k) Plan to accept, in accordance with applicable law, a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of his or her account balances (including earnings thereon through the date of transfer and promissory notes evidencing all outstanding loans) under Seller’s 401(k) Plan if such rollover to Buyer’s 401(k) Plan is elected in accordance with applicable law by such Transferred Employee, subject to each of Ashland’s or the Asset Selling Corporation’s and Buyer’s reasonable satisfaction that Seller’s 401(k) Plan or Buyer’s 401(k) Plan, as applicable, is in compliance with all applicable Laws and that such plan continues to satisfy the requirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part of such plan is exempt from tax under Section 501(a) of the Code. Upon completion of a direct rollover of a Transferred Employee’s account balances, as described in this Section 7.5(l), Buyer or a Buyer Corporation and Buyer’s 401(k) Plan shall be fully responsible for all benefits relating to past service of such Transferred Employee and none of Ashland, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any liability whatsoever with respect to such benefits.

(m) WARN Act. Buyer agrees to provide, or cause its Affiliates to provide, any required notice under WARN and any similar federal, state or local Law or regulation, and to otherwise comply with WARN and any other similar Law or regulation, in each case with respect to any “plant closing” or “mass layoff” (as defined in WARN) or group termination or similar event affecting Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring on and after the Effective Time. None of Buyer or any of its Affiliates shall take any action after the Closing that would cause any termination of employment of any Employees that occurs before the Effective Time to constitute a “plant closing” or “mass layoff” or group termination under WARN or any similar federal, state or local Law or regulation, or to create any liability or penalty to Ashland or any Asset Selling Corporation for any employment terminations under applicable Law.

(n) Employee Consultations. Ashland and the Asset Selling Corporations shall fully comply with all of its or their obligations (however arising) to inform and consult with, and in respect of, the Employees of the Business, whether the same arises under a Union Contract or applicable Law. To the extent such communications occur in writing, Ashland and the Asset Selling Corporations will provide a copy to Buyer at the time such communications occur and will provide Buyer any written responses to said communications promptly after the time they are received. Buyer or Buyer’s Affiliates shall fully comply with all of its or their obligations (however arising) to inform and consult with, and in respect of, the Employees of the Business, whether the same arises under a Union Contract or applicable Law. To the extent such communications occur in writing, Buyer and Buyer’s Affiliates will provide a copy to Ashland at the time such communications occur and will provide Ashland any written responses to said communications promptly after the time they are received.

(o) Union Contracts. From and after the Closing, Buyer shall, and shall cause the Buyer Corporations to, comply with any applicable labor, employment and retirement Laws with respect to the Transferred Employees, and shall recognize any collective bargaining units representing the Transferred Employees that are recognized as of immediately prior to the Closing.

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(p) Retained Non-U.S. Ashland Pension Plans. Ashland or the applicable Asset Selling Corporation shall retain or shall cause to be retained all assets and liabilities under each Retained Non-U.S. Ashland Pension Plan and shall make payments to Employees with vested rights thereunder in accordance with the terms of such plan and applicable Law. With respect to each Retained Non-U.S. Ashland Pension Plan, as of the applicable date the applicable Employees become Transferred Employees, each Transferred Employee shall cease active participation in such Retained Non-U.S. Ashland Pension Plan, and service performed for, and compensation earned from, any employer, other than Ashland, the Asset Selling Corporations and their predecessors, shall not be taken into account for any purpose under such Retained Non-U.S. Ashland Pension Plan, unless required by Law.

(q) Transferred Non-U.S. Ashland Pension Plan. With respect to each Transferred Non-U.S. Ashland Pension Plan, Buyer, a Buyer Corporation or the applicable pension plan of Buyer or a Buyer Corporation shall assume all liabilities for all accrued benefits under such plan, as of the Effective Time, and in accordance with the terms of applicable Law. Following any such transfer of liabilities, none of Ashland or any Asset Selling Corporation shall have any further liability for any accrued benefits under such plan. If any assets with respect to any Transferred Non-U.S. Ashland Pension Plan are required by applicable Law to be transferred to Buyer in connection with the transfer of liabilities, such assets shall be transferred pursuant to applicable Law.

(r) Vesting of Retirement Plans. Prior to the Closing Date, Ashland or the applicable Asset Selling Corporations shall take all necessary actions to fully vest all accrued accounts, benefits or payments each Transferred Employee may be entitled to receive under all Seller Benefit Plans that are non-qualified retirement plans or arrangements and any Seller 401(k) Plan, to the extent not already vested.

(s) No Third Party Beneficiaries. The provisions of this Section 7.5 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 7.5, express or implied, shall confer upon any Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 7.5, express or implied, shall be (i) deemed an amendment of any plan providing benefits to any Employee, or (ii) construed to prevent Buyer from terminating or modifying to any extent or in any respect any benefit plan that Buyer may establish or maintain.

Section 7.6. Financing.

(a) Buyer shall, and shall cause Sponsor to, use reasonable best efforts to take, or cause to be taken, all appropriate action, do, or cause to be done, all things necessary, proper or advisable under applicable Law, and to execute and deliver, or cause to be executed and delivered, such instruments and documents as may be necessary, proper or advisable to arrange and obtain the Financing as promptly as reasonably practicable on the terms (including the “market flex” provisions) and subject only to the conditions described in the Commitment Letters and Fee Letter, including, in the case of the Debt Financing, (i) to negotiate and enter into definitive agreements (the “Definitive Agreements”) with respect to the Debt Financing on the

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terms (including the “market flex” provisions) and subject only to the conditions contained in the Debt Commitment Letter and Fee Letter (without regard to any adverse impact on any of Buyer’s corporate default or equivalent credit ratings (whether by Xxxxx’x, Standard & Poor’s or other recognized credit rating agencies)) or on such other terms as Buyer and the Lenders shall agree so long as the terms of the Definitive Agreements (w) do not reduce the aggregate amount of the Debt Financing to below $600,000,000, (x) do not contain additional or modified conditions or other contingencies to the funding of the Debt Financing than those contained in the Debt Commitment Letter, and (y) are otherwise not reasonably likely to impair or delay the Closing or the date on which the Debt Financing would be obtained, (ii) to satisfy (or obtain the waiver of) on a timely basis all conditions to obtaining the Financing applicable to Buyer or its Affiliates set forth in the Debt Commitment Letter and the Definitive Agreements, (iii) to comply in all material respects with its obligations under the Debt Commitment Letter (or obtain the waiver of such obligations) and (iv) to consummate the Debt Financing contemplated by the Debt Commitment Letter and the Fee Letter (including the “market flex” provisions) at the Closing, including by using its reasonable best efforts to cause the Lenders to fund the Debt Financing. Buyer shall cause the Sponsor Fund to fund the Equity Financing at the Closing pursuant to the terms and conditions of the Equity Commitment Letter.

(b) Buyer shall give Ashland prompt notice upon becoming aware of any material breach of any Commitment Letter or Definitive Agreement (if a Definitive Agreement is executed prior to Closing) by a party to such Commitment Letter or Definitive Agreement or any termination of any Commitment Letter, Fee Letter or Definitive Agreement (if a Definitive Agreement is executed prior to Closing). Buyer shall keep Ashland informed on a timely basis and in reasonable detail of the status of its efforts to arrange the Financing and any material developments relating to the Financing and shall provide to Ashland, upon its request, copies of the Definitive Agreements and any other agreements in respect of the Financing (provided that Buyer may redact the amount of any fee, including in any “market flex” provisions, in any Fee Letter). Further, Buyer shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Commitment Letter, Fee Letter or any Definitive Agreement without Ashland’s prior written consent, except that Buyer may amend, supplement or modify the Debt Commitment Letter, Fee Letter or Definitive Agreement if such amendment, supplement or modification (i) does not reduce the aggregate amount of the Debt Financing, (ii) does not contain additional or modified conditions or other contingencies to the funding of the Debt Financing relative to those contained in the Debt Commitment Letter, and (iii) is otherwise not reasonably likely to impair or delay the Closing or the date on which the Debt Financing would be obtained; provided, however, that Buyer shall notify Ashland in writing of any such amendment, supplement or other modification of, or waiver of any of its rights under, any Commitment Letter or any Definitive Agreement no later than the time such amendment, supplement, modification or waiver is agreed. Buyer shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any of the conditions contained in any Commitment Letter or any Definitive Agreement.

(c) Notwithstanding anything herein to the contrary, at the Buyer’s option after the date of this Agreement but prior to Closing, one or more Commitment Letters may be superseded by replacement commitments (other than amounts that are replaced by Buyer’s cash on hand) from alternate sources (such portion from alternate sources, the “Alternate Financing”) on terms and conditions that will enable Buyer to consummate the Contemplated Transactions and that are

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not less favorable in the aggregate to Buyer and Ashland than those contained in the Commitment Letters and Fee Letter; provided that such Alternate Financing shall not (i) be subject to any additional or materially modified conditions or other contingencies to the funding of the Financing than those contained in the Commitment Letters or (ii) otherwise be reasonably likely to impair or delay the Closing or the date on which the Financing would be obtained. Buyer shall deliver to Ashland complete and correct copies of all amendments, supplements, other modifications or agreements pursuant to which any Alternate Financing shall be made available to Buyer. In the event all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Buyer shall immediately notify Ashland and Buyer shall use its reasonable best efforts to obtain promptly any such unavailable amount in the form of Alternate Financing.

(d) Prior to the Closing, Ashland shall use its reasonable best efforts to provide, and shall cause its Affiliates and representatives to use reasonable best efforts to provide, in connection with the arrangement of the Debt Financing, all reasonable cooperation requested by Buyer that is customary in connection with the arrangement of debt financing for transactions that are substantially similar to the Contemplated Transactions (provided that such requested cooperation does not (x) unreasonably interfere with the ongoing operations of Ashland or any of its Affiliates, (y) cause any representation, warranty, covenant or other term in this Agreement to be breached or (z) cause any closing condition set forth in Article 4 to fail to be satisfied), including using its reasonable best efforts to (i) furnish the Financing Sources with financial and other pertinent information regarding Ashland and its subsidiaries to be used by Buyer in providing the Financing Sources with the information identified in paragraphs 5 and 6 of Exhibit D of the Debt Commitment Letter (all such information, the “Required Information”) (provided that Ashland may deliver to Buyer one or more written notices stating when it believes it has completed delivery of the Required Information (each, a “Delivery Notice”) and, unless Buyer in good faith reasonably believes Ashland has not completed delivery of the Required Information and, within three Business Days after the delivery of the latest Delivery Notice, has delivered a written notice to Ashland to that effect (stating which Required Information has not been delivered), the date identified in Ashland’s latest Delivery Notice shall be the date of delivery of the Required Information) and any supplements to the Required Information reasonably requested by Buyer during the Marketing Period; (ii) provide information (including records, journal entries and other data) in a format and for the historical period of time that allows for the accurate calculation of collateral availability under customary audits and examinations of accounts receivable and inventory conducted by asset backed lenders; (iii) participate in a reasonable number of meetings, drafting sessions, road shows (it being understood that participation in road shows shall be limited to key members of senior management of the Business), rating agency presentations and due diligence sessions and sessions with rating agencies; (iv) furnish Buyer for distribution to the Financing Sources as promptly as practicable with pertinent information regarding the Business as is customary in connection with the Debt Financing and any security required therefor, including providing, as promptly as practicable following a request therefor, monthly financial and operating data relating to the Business that is reasonably requested by Buyer and of a type similar to the monthly financial and operating data previously delivered to Buyer; (v) assist Buyer and the Financing Sources in the preparation of (A) a customary offering document for any of the Debt Financing; and (B) materials for rating agency presentations; (vi) use reasonable best efforts to obtain current surveys, title commitments, title insurance and such UCC, bankruptcy, litigation and similar lien searches

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(collectively, “Title and Survey Information”) reasonably requested by Buyer and consistent with the requirements of Buyer or its lenders; (vii) take all corporate actions, subject to the consummation of the Closing, reasonably requested by Buyer to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Buyer; (viii) cause the appropriate authorized representatives of Ashland to execute and deliver any pledge and security documents, definitive financing documents or other certificates or documents as may be reasonably requested by Buyer or otherwise facilitate the pledging of Collateral (as defined in the Debt Commitment Letter) for delivery at the consummation of the Financing on and as of the Closing (unless otherwise specified); (ix) cause the appropriate authorized representatives of Ashland to execute and deliver any credit agreements or indentures or other definitive financing documents on terms satisfactory to Buyer on and as of the Closing; (x) provide, if requested by Buyer, authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders; (xi) cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable; (xii) obtain accountant’s comfort letters and legal opinions reasonably requested by Buyer and customary for financings similar to the Financing; (xiii) at least five (5) days prior to the Closing (provided that the request by Buyer for such information is received by Ashland at least ten (10) Business Days prior to the Closing), providing all documentation and other information about Ashland and each of its Subsidiaries as is reasonably requested in writing by Buyer which relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT ACT and (xiii) take all actions reasonably necessary to (A) permit (subject, for the avoidance of doubt, to the confidentiality obligations set forth herein) the Financing Sources to evaluate Ashland’s inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial financing examination and inventory appraisal contemplated by the Debt Financing Commitment within the time frame described therein; provided that (x) information and documents provided by Ashland and the Asset Selling Corporations that are delivered to agents and lenders under the Debt Commitment Letter and their representatives shall be subject to customary arrangements for confidentiality that are substantially similar to the provisions in the Confidentiality Agreement, including Buyer providing prior written notice of disclosure to Ashland, (y) none of Ashland or any of its Affiliates shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing or to take any action that would be prohibited by any applicable Law or cause a default of, or breach under, or otherwise violate any Material Contract and (z) no obligations of Ashland or any of its Affiliates under any certificate, document or instrument delivered pursuant to this Section 7.6(d) (other than the authorization letter referred to above) shall be effective until the Effective Time. Buyer shall promptly, upon request by Ashland, reimburse Ashland for all out-of-pocket costs and expenses (including attorneys’ fees) incurred by Ashland or any of its Affiliates (except for any costs and expenses incurred prior to the date hereof in connection with obtaining the Title and Survey Information) in connection with the cooperation of Ashland and its Affiliates contemplated by this Section 7.6(d) and shall, on a joint and several basis, indemnify and hold harmless Ashland and its Affiliates and their respective directors, officers, employees and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith. Any information provided by Ashland in connection with seeking the Financing shall be prepared in good faith.

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(e) If (i) any portion of the Debt Financing structured as privately offered notes has not been received by Buyer by the time that all of the conditions to the Closing in Article 4 (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied at the Closing) shall have been satisfied or (to the extent permitted by applicable Law) waived and the Marketing Period has expired and (ii) the bridge facilities contemplated by the Debt Commitment Letter are available, then Buyer shall borrow under such bridge facilities, and cause the proceeds of such borrowing to replace such privately offered note financing, no later than the date on which the conditions in Article 4 (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied at the Closing) shall have been satisfied or (or to the extent permitted by applicable Law) waived and the Marketing Period has expired.

(f) Buyer acknowledges and agrees that its obligation to consummate the Contemplated Transactions on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of the Financing or receipt of the proceeds therefrom.

For purposes of this Section 7.6 and Section 11.17, (i) the terms “Debt Financing”, “Equity Financing” and “Financing” shall also be deemed to include any Alternate Financing, (ii) the terms “Debt Commitment Letter”, “Equity Commitment Letter”, “Commitment Letter” and “Fee Letter” shall also be deemed to include any commitment letter (or similar agreement) or fee letter, as applicable, with respect to such Alternate Financing as well as any commitment letter (or similar agreement) or fee letter, as applicable, as amended, supplemented or modified in accordance with this Section 7.6 and (iii) the term “Lender” shall also be deemed to include any lender under any Alternate Financing.

Section 7.7. Non-competition; Non-solicitation.

(a) The parties hereto acknowledge and agree that Ashland and its Affiliates are engaged in the business of providing services in the specialty chemicals and thermoplastics industries through various channels to market and that, in connection with these services, Ashland and the Asset Selling Corporations market, package and distribute Self-Manufactured Chemicals, Blended Chemicals, Third Party Chemicals and Third Party Non-Chemicals.

(b) Subject to the provisions of this Section 7.7(b), Ashland agrees that for a period of three (3) years from the Closing Date, neither Ashland nor any controlled Affiliate of Ashland shall develop a new business unit that would, directly or indirectly, engage, in any geographic territory in which any portion of the Business is conducted as of the Closing Date, in any business, the primary purpose of which is to establish and maintain a logistical network for the primary purpose of (i) marketing, packaging or distributing Third Party Chemicals, (ii) compounding, marketing, packaging or distributing Third Party Thermoplastics and/or (iii) collecting, recovering, recycling and disposing of hazardous and non-hazardous waste (each, a “Competitive Activity”); provided, however, that it shall not be deemed to be a violation of this subsection for Ashland or any of its Affiliates:

(i) to invest in any Person which invests in, manages or operates a Competitive Activity, so long as Ashland’s or its Affiliate’s investment is less than 15% of the outstanding ownership interest in such Person and Ashland does not control or conduct such Person or Competitive Activity;

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(ii) to acquire (x) any entity set forth on Schedule 7.7 or (y) a Competitive Activity (or a third party engaging in such Competitive Activity) by merger or a purchase of shares or assets of a third party so long as the annual Operating Income of such third party attributable to such Competitive Activity for the most recent fiscal year of such third party preceding the acquisition do not exceed 15% of the aggregate annual Operating Income during such period for all of the businesses or operations acquired from such third party; provided, however, that, in the case of this clause (y), in the event of any such acquisition where the aggregate annual Operating Income related to the Competitive Activity exceed 15% of such aggregate annual Operating Income, Ashland shall be required to attempt to divest such excess portion of the Competitive Activity at such price and on such terms as Ashland deems commercially reasonable.

(iii) to own any securities through any employee benefit plan;

(iv) to perform any Competitive Activity for the benefit of Buyer or any of its Affiliates, including the performance of any Competitive Activity required or contemplated by this Agreement or any Ancillary Agreement.

(c) For the avoidance of doubt and notwithstanding anything to the contrary herein it shall be understood and agreed by the parties that Ashland or any of the Asset Selling Corporations may continue to engage in any business (or than the Business) that is conducted as of the Closing Date, including the right to market, package or distribute automotive lubricants, chemicals, appearance products, antifreeze for the automotive and truck after market; products that are primarily designed to modify the properties of aqueous systems; specialty chemical products and functional, process and water treatment chemistry to the paper, pulp, chemical, commercial and institutional, food and beverage, mining and municipal industries; and specialty chemicals and customized services to the building and construction, transportation, metal casting, packaging and converting and marine markets.

(d) Notwithstanding anything to the contrary, the foregoing covenant shall not apply with respect to any Person that acquires an interest in all or any portion of the stock or assets of Ashland or any of its Affiliates and whether or not prior to such acquisition such Person was already engaged in a Competitive Activity.

(e) For the avoidance of doubt and notwithstanding anything to the contrary herein, it shall be understood and agreed by the parties that if the annual Operating Income from the marketing, packaging or distribution of (i) Third Party Chemicals of any Ashland business unit does not exceed 20% of its annual Operating Income or (ii) Third Party Thermoplastics of any Ashland business unit does not exceed 15% of its annual Operating Income, as applicable, such Ashland business unit shall be deemed to not be engaged in a Competitive Activity.

(f) Neither Ashland nor its Affiliates shall solicit for employment (whether as an employee, consultant or temporary employee) any Transferred Employee who is hired by Buyer; provided, however, that in each case this Section 7.7(e) shall not apply if (i) any such Transferred

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Employee has been terminated by Buyer or any of its Affiliate, (ii) any such Transferred Employee contacts Ashland or any of its Affiliates in response to a solicitation for employment made to the public in general, or other method not specifically directed toward any Transferred Employees or (iii) Ashland or any of its Affiliates is required to hire such Transferred Employees by applicable Law, collective bargaining agreement or works council agreement.

(g) Except as set forth in Section 10 of the Transition Services Agreement, from and after the Closing for a period of two (2) years following the Closing, from and after the Closing for a period of two (2) years following the Closing, neither Buyer nor the Buyer Corporations shall solicit for employment (whether as an employee, consultant or temporary employee) any employee of Ashland or any of its Affiliates whether (i) employed by Ashland or any of its Affiliates as of the Closing Date and who is not a Transferred Employee (the “Non-Transferred Employees”) or (ii) hired by Ashland or any of its Affiliates after the Closing Date (the “Post-Closing Hires” and collectively with the Non-Transferred Employees, the “Post-Closing Ashland Employees”); provided, however, that in each case this Section 7.7(f) shall not apply if (i) any such Post-Closing Ashland Employee has been terminated by Ashland or any of its Affiliates or (ii) any such Post-Closing Ashland Employee contacts Buyer or any of the Buyer Corporations in response to a solicitation for employment made to the public in general, or other method not specifically directed toward any Post-Closing Ashland Employees.

(h) For purposes of this Section 7.7, the following terms shall have the meanings set forth below:

“Blended Chemicals” shall mean Chemicals resulting from the blending or other processing of third party manufactured Chemicals with or without Self-Manufactured Chemicals.

“Chemicals” shall mean the products identified in clauses (i) and (ii) of the definition of Business set forth in Section 1.1.

“Operating Income” shall mean earnings before interest, income taxes and extraordinary items, all calculated and determined in accordance with GAAP as applied, on a consistent basis, by Ashland.

“Self-Manufactured Chemicals” shall mean Chemicals wholly manufactured directly by Ashland and its Affiliates or through third-party contractors using Ashland’s technology.

“Thermoplastics” shall mean the products identified in clause (iii) of the definition of Business set forth in Section 1.1.

“Third Party Chemicals” shall mean Chemicals wholly manufactured or processed by third parties

“Third Party Non-Chemicals” shall mean products other than Chemicals that are wholly manufactured or processed by third parties and used in conjunction with the distribution of Self-Manufactured Chemicals and Blended Chemicals.

“Third Party Thermoplastics” shall mean Thermoplastics wholly manufactured, compounded or processed by third parties.

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Section 7.8. Litigation Support.

Buyer and any Affiliate of Buyer that owns, leases or uses or has owned, leased or used any Conveyed Asset, has or had Liability for any Assumed Liability or otherwise participates or participated in the operation of Buyer’s specialty chemical distribution business, on the one hand, and Ashland, the Asset Selling Corporations and each of their Affiliates, on the other hand, will cooperate with each other in the defense or settlement of any Liabilities or Proceedings involving the Business for which they have responsibility under this Agreement by providing the other party and such other party’s legal counsel and other Persons reasonable access to Employees, records, documents, data, equipment, facilities, products, parts, prototypes and other information regarding the Business and its products as such other party may reasonably request, to the extent maintained or under the possession or control of the requested party. The requesting party shall reimburse the other party for its reasonable out-of-pocket expenses paid to third parties in performing its obligations under this Section 7.8.

Section 7.9. Further Assurances.

(a) From and after the Closing Date, and from time to time at the request of the other party, Buyer shall, and shall cause any Affiliate of Buyer that owns, leases or uses or has owned, leased or used any Conveyed Asset, has or had Liability for any Assumed Liability or otherwise participates or participated in the operation of Buyer’s specialty chemical distribution business to, and Ashland shall, and shall cause the relevant Asset Selling Corporations and other Affiliates to, without further consideration, execute and deliver such instruments of transfer, conveyance, assignment and assumption, in addition to the Implementing Agreements, and take such other action as may reasonably be necessary to consummate the Contemplated Transactions or to give effect to the transactions contemplated by the Ancillary Agreements.

(b) If any Conveyed Asset is damaged by fire or other casualty occurring following the date hereof and prior to the Closing, the parties shall nonetheless consummate the transactions in accordance with this Agreement, without any liability or obligation on the part of Ashland or any Asset Seller Corporation by reason of such casualty. Ashland shall or shall cause the applicable Asset Selling Corporation to, on the Closing Date, (i) assign and remit to Buyer or the applicable Buyer Corporation without representation, warranty or recourse, and Buyer or the applicable Buyer Corporation shall be entitled to receive and keep, the net proceeds of any award or other proceeds under any relevant insurance policy which may have been collected by Ashland or the applicable Asset Selling Corporation, as the case may be, as a result of such casualty less the reasonable expenses incurred by Ashland or the applicable Asset Selling Corporation in obtaining such award or proceeds and in actually repairing or restoring such Conveyed Asset, or (ii) if no award or other proceeds shall have been collected, deliver to Buyer or applicable Buyer Corporation an assignment of Ashland’s or the Asset Seller Corporation’s, as applicable, right to any such award or other proceeds which may be payable to Ashland or the applicable Asset Seller Corporation as a result of such casualty without representation, warranty or recourse.

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Section 7.10. Refunds and Remittances.

(a) Ashland and Buyer will work together to reconcile the settlement of Assumed Liabilities and Retained Liabilities which relate to periods both before and after the Closing Date. Such expenses shall be allocated between Ashland and Buyer based on the number of days such party owned the Conveyed Assets during the period in question. Ashland will promptly reimburse Buyer for expenses paid by Buyer that relate to the period prior to the Effective Time and Buyer will promptly reimburse Ashland for expenses paid by Ashland that relate to the period after the Effective Time.

(b) To the extent that Ashland, any Asset Selling Corporation or any of their Affiliates on the one hand, and Buyer, any Buyer Corporation or any of their Affiliates, on the other, (i) receives any payment to which the other party is entitled (including with respect to any Allocated Accounts Receivable), each of Buyer and Ashland agrees to promptly remit the proceeds to the designated bank account of Ashland or Buyer, as appropriate, and (ii) makes a payment to a third-party on behalf of the other party (including with respect to any Allocated Accounts Payable), each of Buyer and Ashland agrees to promptly reimburse Ashland or the Buyer, as applicable, by depositing an equal amount in the bank account designated by such reimbursed party.

Section 7.11. Replacement of Credit Support Obligations

(a) Buyer recognizes that Ashland and certain of its Affiliates and third parties have provided credit support to the Business or the Conveyed Assets (i) other than with respect to the Retained Remediation Liabilities, pursuant to the Credit Support Obligations set forth on Schedule 7.11(a)-i and that Ashland may supplement the Credit Support Obligations listed on Schedule 7.11(a)-i from time to time prior to Closing to include any additional Credit Support Obligations entered into in the ordinary course of the Business and consistent with past practice and (ii) with respect to the Retained Remediation Liabilities, pursuant to the Credit Support Obligations set forth on Schedule 7.11(a)-ii and that Ashland may supplement the Credit Support Obligations listed on Schedule 7.11(a)-ii from time to time prior to the Closing to include (or provide notice to Buyer after the Closing regarding) any additional Credit Support Obligations entered into in the ordinary course of the Business or in connection with Ashland’s indemnification obligations pursuant to Section 9.1(c) herein and consistent with past practice.

(b) With respect to the Credit Support Obligations set forth on Schedule 7.11(a)-i, on the Closing Date or, if later, upon assumption of the underlying Contract by Buyer or a Buyer Corporation, Buyer agrees to provide replacement guarantees, letters of credit, surety bonds or other assurances of payment in form and substance reasonably satisfactory to Ashland and the respective banks or other counterparties, and Buyer and Ashland shall cooperate to obtain any necessary release in form and substance reasonably satisfactory to Buyer and Ashland with respect to all such Credit Support Obligations.

(c) With respect to each Credit Support Obligation set forth on Schedule 7.11(a)-ii or noticed to Buyer after the Closing, Ashland agrees to maintain such guarantees, letters of credit, surety bonds or other assurances of payment in form and substance reasonably satisfactory to the

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respective banks or other counterparties until such time as Ashland’s obligations to indemnify Buyer for the related Retained Remediation Liabilities under Section 9.1(c) terminate pursuant to the terms and conditions of Sections 9.5(c)(iv), 9.6(c)(i), 9.6(d) or such time as Ashland is no longer required to maintain any such Continuing Credit Support Obligation. Within one hundred eighty (180) days following the termination of Ashland’s indemnification obligations under Sections 9.6(c)(i) or 9.6(d), Buyer agrees to provide replacement guarantees, letters of credit, surety bonds or other assurances of payment in form and substance reasonably satisfactory to Ashland and the respective banks or other counterparties, and Buyer and Ashland shall cooperate to obtain any necessary release in form and substance reasonably satisfactory to Buyer and Ashland with respect to each such Continuing Credit Support Obligation.

(d) If Buyer is not successful, for any reason, in obtaining the complete and unconditional release of Ashland and its Affiliates from any Credit Support Obligation (i) set forth on Schedule 7.11(a)-i by the Closing Date or (ii) set forth on Schedule 7.11(a)-ii or noticed to Buyer after the Closing as provided in Section 7.11(c) (each such Credit Support Obligation, until such time as such Credit Support Obligation is released in accordance with Section 7.11(b) or (c), a “Continuing Credit Support Obligation”), then:

(i) Buyer shall continue to use its reasonable best efforts to obtain promptly the complete and unconditional release of Ashland and its Affiliates from each Continuing Credit Support Obligation until such release is obtained; and

(ii) Buyer shall indemnify Ashland and its Affiliates for any demand or draw upon, or withdrawal from, any Continuing Credit Support Obligation or any cash or other collateral posted by Ashland or its Affiliates in connection with or in the place of any such Continuing Credit Support Obligation and for the carrying costs of any cash collateral not replaced by Buyer, the fronting fee costs, and any other out-of-pocket third party costs and expenses resulting from each such Continuing Credit Support Obligation.

Section 7.12. Access, Information and Documents.

(a) From and after the date hereof and to the Closing, upon reasonable advance notice from Buyer of not less than five (5) Business Days, Ashland shall, and shall cause the Asset Selling Corporations to, to the extent permitted by Law, permit Buyer and its authorized representatives to have reasonable access, during regular business hours, to the assets, Employees, facilities, Contracts, books and records and other documents and data relating exclusively to the Business (other than the Excluded Assets), including such access necessary to consummate the Debt Financing; provided, however, that no such access (or related activities or investigations) shall unreasonably interfere with Ashland’s or the Asset Selling Corporations’ normal operation of their respective businesses, including the Business; provided, further, that all information received by Buyer or its representatives and given by or on behalf of Ashland and the Asset Selling Corporations in connection with this Agreement and the Contemplated Transactions will be held by Buyer and its Affiliates and representatives as confidential information pursuant to the terms of the Confidentiality Agreement.

(b) The covenants in paragraph (a) will not require Ashland or any Asset Selling Corporation to provide Buyer or its representatives with access to any document or other

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communication that Ashland believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client work product or similar privilege, or to permit Buyer or its representatives to conduct any Environmental Tests, including soil, water, air or other sampling or testing, at or relating to the Conveyed Real Property.

(c) From and after the date hereof and to the Closing, without the prior written consent of Ashland, which consent may be withheld by Ashland in its sole discretion for any reason or no reason, neither Buyer nor any of its Affiliates shall contact any suppliers to, or Employees (except pursuant to paragraph (a)) or customers of, the Business in connection with or pertaining to any subject matter of this Agreement.

(d) From and after the date hereof and to the Closing, Ashland shall, and shall cause the Asset Selling Corporations to, provide the Buyer copies of any amendments or modifications to any Real Property Lease.

Section 7.13. Conduct of Business.

From and after the date hereof and to the Closing, except (a) as otherwise contemplated or permitted by this Agreement (including on Schedule 7.13), (b) in connection with necessary repairs due to breakdown or casualty, or other actions taken in response to a business emergency or other unforeseen operational matters, (c) as required by Law, Order or any Governmental Authorization or existing Contract, or (d) as Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Ashland will:

(i) conduct the Business in the ordinary and usual course of day-to-day operations, substantially consistent in nature, scope and magnitude with the past practices, and to the extent so consistent, Ashland shall use its commercially reasonable efforts to preserve the Business organization intact and maintain its existing relations and goodwill with customers, suppliers, creditors, Employees, lessors and agents;

(ii) not incur, create or assume any Encumbrance with respect to any Conveyed Asset other than Permitted Encumbrances;

(iii) not acquire or dispose of any material Conveyed Asset outside of the ordinary and usual course, except consistent with past practice;

(iv) not amend the terms of any lease agreements relating to any of the Leased Real Property set forth in Schedule 5.8(b)(i) in a manner materially adverse to the Business; and

(v) not enter into any collective bargaining agreement or any other material contract with any labor union or other material employee consultation or similar material agreement relating to the Employees;

(vi) except (A) in the ordinary course of business consistent with prior practice, (B) as would relate to a substantial number of similarly situated employees of Ashland and the Asset Selling Corporations, other than the Employees, (C) for the entry into new agreements or arrangements or increases in benefits or payments, in each case for newly hired or promoted employees that have a value that is consistent with the prior practice of making

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compensation and benefits available to newly hired or promoted employees in similar positions, (D) as required pursuant to the terms of any Seller Benefit Plan or other written agreement in effect on the date of this Agreement, (E) for any actions for which Ashland and the Asset Selling Corporations shall be solely obligated or (F) as set forth in Schedule 7.13, not enter into any new material compensatory plan, agreement or arrangement for the benefit of any Employee or in which any Employee participates (including any Seller Benefit Plan) or materially increase the compensation or benefits of any Employee; and

(vii) not agree to take any of the foregoing actions.

Section 7.14. No Use of Ashland Retained Names.

(a) On and after the Closing Date, except as expressly provided in this Section 7.14, neither Buyer, any Buyer Corporation nor any of their respective Affiliates shall use the “Ashland,” “Ash,” “ADC”, “Ashdist” “GP” or “GPezorder” names, marks, domain names and logos (the “Retained Names”) or any name(s) similar thereto (or any derivations therefrom in any language) alone or together with other words, or logos, slogans, symbols or designs in any form, variation or manner in connection with any business that Buyer, Buyer Corporations or their respective Affiliates may thereafter conduct. On and after the Closing Date, neither Ashland, any Asset Selling Corporation nor any of their respective Affiliates shall use the “Ashland Distribution” name in connection with any business that Ashland, the Asset Selling Corporations or their respective Affiliates may thereafter conduct.

Within one hundred eighty (180) days after the Closing, Buyer shall, and shall cause its Affiliates to revise print advertising, product labeling and all other information or other materials, including any internet or other electronic communication vehicles, change signage and stationery, and otherwise discontinue use of the Retained Names; provided, however, that during such one hundred eighty (180) day period, Buyer may continue to distribute product literature that uses any Retained Names and distribute products with labeling or packaging that uses any Retained Names. In no event shall Buyer or any of its Affiliates use any Retained Names after the Closing in any manner or for any purpose different from the use of such Retained Names by Ashland prior to the Closing. With respect to the Inventory, Buyer may continue to sell such Inventory, notwithstanding that it or its labeling or packaging bears one or more of the Retained Names, for a reasonable time after the Closing (not to exceed one hundred eighty (180) days).

Section 7.15. No Shop.

Until the earlier of the Closing and the valid termination of this Agreement pursuant to Section 8.1, Ashland shall not, and shall not permit any of the Ashland Selling Corporations to, and shall instruct and use reasonable best efforts to cause its and the Ashland Selling Corporations’ respective Affiliates, directors, officers, managers, members, partners, employees, investment bankers, financial advisors, representatives or agents not to, directly or indirectly, (a) discuss or negotiate with any Person (except to notify such Person of the existence of this Section 7.15) or knowingly encourage, initiate, authorize, recommend, propose or enter into, any transaction involving a purchase, consolidation, business combination, merger or other acquisition of all or substantially all of the Business other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (b) knowingly facilitate or knowingly encourage,

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or solicit or initiate discussions, negotiations or submissions of, proposals or offers in respect of an Acquisition Transaction, (c) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Business in connection with an Acquisition Transaction, or (d) otherwise cooperate in any way with, or knowingly facilitate or knowingly encourage, any effort or attempt by any other Person to engage in an Acquisition Transaction.

Section 7.16. Buyer Corporations

Buyer shall use its reasonable best efforts to promptly form a legal entity to act as a Buyer Corporation in each of the jurisdictions identified in Schedule 7.16 (the “Foreign Jurisdictions”) and to seek any material authorizations and registrations in connection therewith.

ARTICLE 8.

TERMINATION

Section 8.1. Termination Events.

Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Contemplated Transactions abandoned at any time prior to the Closing:

(a) by mutual written consent of Ashland and Buyer;

(b) by Ashland if (i) Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.3 and (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date or (ii) if all of the conditions set forth in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the date the Closing should have occurred pursuant to Section 3.1 and the Company stood ready and willing to consummate during such period (it being understood that, during such period of five Business Days following the date the Closing should have occurred pursuant to Section 3.1, Buyer shall not be entitled to terminate this Agreement pursuant to Section 8.1(e)(ii));

(c) by Buyer if (i) Ashland shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.2 and (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date.

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(d) by Buyer on the circumstances contemplated by Section 7.3(b); or

(e) by either Ashland or Buyer if (i) any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (ii) the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before April 30, 2011 or such later date as the parties may agree upon (such date, the “End Date”).

Section 8.2. Effect of Termination.

(a) If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate, except that the Sponsor Guarantee will survive in accordance with its terms and the obligations in Sections 7.6(d) with respect to confidentiality and expense reimbursement, 7.12(a) with respect to confidentiality, 8.2, 11.7, 11.8, 11.9,11.10 and 11.17 will survive; provided, however, that if this Agreement is terminated by Buyer pursuant to Section 8.1(c), then Buyer’s right to pursue all legal and equitable remedies will survive such termination unimpaired and nothing in this Section 8.2 shall be deemed to release Ashland from any liability for any breach of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of Buyer to compel specific performance by Ashland of its obligations under this Agreement; provided, further, that if this Agreement is terminated by Ashland pursuant to Section 8.1(b), then, except for Ashland’s right to seek specific performance in accordance with Section 11.17 and Ashland’s right to enforce the Sponsor Guarantee, Ashland’s sole and exclusive remedy against Buyer or the Sponsor Fund or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing or any Financing Sources for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement prior to the Closing or the failure of the Contemplated Transactions to be consummated shall be its rights under Section 8.2(b) and 8.2(c).

(b) In the event that this Agreement is terminated pursuant to Section 8.1(b), then Buyer shall promptly, but in no event later than five Business Days after the date of such termination, pay or cause to be paid to Ashland of immediately available funds by wire transfer in accordance with written instructions given by Ashland to Buyer (it being understood that in no event shall Buyer be required to pay the Buyer Fee on more than one occasion) an amount equal to $120 million (the “Buyer Fee”).

(c) The parties acknowledge that the agreements contained in Section 8.2 are an integral part of the Contemplated Transactions, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if Buyer fails to promptly pay the amount due pursuant to Section 8.2(b), and, in order to obtain such payment, Ashland commences a suit that results in a judgment against Buyer for the amount set forth in Section 8.2(b) or any portion thereof, Buyer shall pay to Ashland its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on such amount or portion thereof at the Interest Rate in effect on the date such payment was required to be made through the date of payment.

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(d) Notwithstanding anything to the contrary in this Agreement, Ashland’s receipt and acceptance of the Buyer Fee, if any, pursuant to Section 8.2(b) (plus, in the case the Buyer Fee, if any, is not timely paid, the amounts described in Section 8.2(c)) and Ashland’s receipt and acceptance of the reimbursement and indemnification obligations of Buyer pursuant to Section 7.6 shall, subject to Ashland’s right to seek specific performance in accordance with Section 11.17 and Ashland’s rights under the Sponsor Guarantee, be the sole and exclusive remedy of Ashland against Buyer and any of its former, current or future stockholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, Affiliates, agents or assignees or any Financing Sources for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or the failure of the Contemplated Transactions to be consummated, and upon payment in full of such amounts, none of Buyer or any of its former, current or future stockholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, Affiliates, agents or assignees shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions.

(e) For the avoidance of doubt, under no circumstances will Ashland or any of its Affiliates be entitled to monetary damages (which, for the avoidance of doubt, shall not include amounts owed to Ashland pursuant to the reimbursement and indemnification obligations of Buyer under Section 7.6) from any of Buyer (except to the extent provided in Sections 8.2(b) and 8.2(c)), the Sponsor Fund or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing or any Financing Source as a result of any breach of any representation, warranty, covenant or agreement of Buyer arising prior to the Closing Date.

ARTICLE 9.

INDEMNIFICATION

Section 9.1. Indemnification by Ashland.

Subject to the limitations set forth in this Agreement, from and after the Closing Date Ashland shall indemnify and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, agents, advisors or representatives (the “Buyer Indemnitees”), from and against any and all claims, actions, causes of action, judgments, awards, Liabilities, losses, costs, expenses (including reasonable legal fees and expenses), fines or damages (each, a “Loss”, collectively the “Losses”) incurred or suffered to the extent such arise or result from:

(a) any breach of any covenant or agreement of Ashland or any of its Affiliates to be performed on or prior to the Closing Date, in each case contained in this Agreement or in any Implementing Agreement or Transition Agreement delivered by Ashland or any of its Affiliates pursuant to this Agreement (including in the certificate delivered pursuant to Section 4.2(b)), or any breach or inaccuracy of any warranty or representation of Ashland contained in this Agreement; provided that the phrases “have a Material Adverse Effect” and “had a Material Adverse Effect” as used in the representations and warranties in Article 5 shall be deemed to be replaced by the phrases “be material to the Business in the aggregate” and “been material to the Business in the aggregate”, respectively;

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(b) any breach of any covenant or agreement of Ashland or any of its Affiliates to be performed after the Closing Date, in each case contained in this Agreement or in any Implementing Agreement or Transition Agreement delivered by Ashland or any of its Affiliates pursuant to this Agreement; or

(c) any Retained Liability (including Retained Tax Liabilities).

In no event shall Ashland be obligated to indemnify any Buyer Indemnitee with respect to any matter to the extent that such matter was reflected in the calculation of the adjustment to the Purchase Price, if any, pursuant to Section 2.8.

Section 9.2. Indemnification by Buyer.

Subject to the limitations set forth in this Agreement, from and after the Closing Date Buyer shall indemnify and hold harmless Ashland and its Affiliates and each of their respective officers, directors, employees, agents, advisors or representatives (the “Ashland Indemnitees”), from and against any and all Losses incurred or suffered to the extent such arise or result from:

(a) any breach of any covenant or agreement of Buyer or any of its Affiliates to be performed on or prior to the Closing Date, in each case contained in this Agreement or in any Implementing Agreement or Transition Agreement delivered by Buyer or any of its Affiliates pursuant to this Agreement, or any breach or inaccuracy of any warranty or representation of Buyer contained in this Agreement (including in the certificate delivered pursuant to Section 4.3(b));

(b) any breach of any covenant or agreement of Buyer or any of its Affiliates to be performed after the Closing Date, in each case contained in this Agreement or in any Implementing Agreement or Transition Agreement delivered by Buyer or any of its Affiliates pursuant to this Agreement;

(c) any Assumed Liability (including Assumed Tax Liabilities); or

(d) any Retained Litigation Liability or Retained Remediation Liability for which Ashland’s obligation to indemnify Buyer has terminated in accordance with Section 2.5(k), (l), and (m) (as applicable) or the terms and conditions of Sections 9.5 or 9.6.

Section 9.3. Notice of Claims.

(a) If any of the Persons to be indemnified under this Article 9 (the “Indemnified Party”) has suffered or incurred any Loss (other than one resulting from a Third Party Claim), the Indemnified Party shall so notify in writing the party from whom indemnification is sought (the “Indemnifying Party”) promptly after obtaining knowledge of such claim, describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable specificity and containing a reference to the provisions of this Agreement, any Implementing Agreement or any Transition Agreement in respect of which such Loss shall have occurred. A failure to give notice in a timely manner pursuant to this Section 9.3(a) shall not limit the obligation of the Indemnifying Party under this Article 9: (i) except to the extent such Indemnifying Party is prejudiced thereby

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and (ii) except to the extent expenses are incurred during the period in which notice was not provided. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim of indemnity (including reasonable access to and copies of records and information that are reasonably relevant to such matters and the making available of employees on a mutually convenient basis for providing additional information and explanation of any material relating to such matters). If the Indemnifying Party does not notify the Indemnified Party within sixty (60) calendar days following its receipt of a notice delivered pursuant to this Section 9.3 that the Indemnifying Party disputes its liability to the Indemnified Party under this Article 9, such claim specified by the Indemnified Party in such notice shall be conclusively determined to be a liability of the Indemnifying Party.

(b) If any Proceeding is instituted by or against a third party with respect to which the Indemnified Party intends to claim any Liability or expense as a Loss under this Article 9, the Indemnified Party shall promptly following receipt by such Indemnified Party of notice of the Third Party Claim notify the Indemnifying Party in writing and in reasonable detail of such Proceeding. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. A failure to give notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 9.3(b) shall not limit the obligation of the Indemnifying Party under this Article 9: (i) except to the extent such Indemnifying Party is prejudiced thereby, and for this purpose, any failure to give notice and to tender the defense that results in the Indemnifying Party not controlling or participating in such Proceeding shall be deemed to prejudice the Indemnifying Party, (ii) except to the extent expenses are incurred during the period in which notice was not provided, and (iii) except as provided by Section 9.4 below.

Section 9.4. Third Party Claims.

(a) The Indemnifying Party under this Article 9 shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, the defense or prosecution, as applicable, of any third party claim, action or suit for which indemnity may be sought under Section 9.1 or 9.2 (a “Third Party Claim”), and the Indemnifying Party may compromise or settle the same; provided that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement; provided, further, that the Indemnifying Party will not, in defense of such Third Party Claim, except with the consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement (i) which provides for any relief other than the payment of monetary damages and/or (ii) which does not include as an unconditional term thereof the giving by the third party claimant to the Indemnified Party of a release from all liability in respect thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense or prosecution of any Third Party Claim if at the time of assumption (x) the Indemnifying Party fails to demonstrate its ability to conduct the defense or prosecution actively and diligently, (y) a majority of the damages associated with such Third Party Claim are not reasonably expected to be indemnifiable hereunder or (z) the relief sought in connection with such Third Party Claim consists primarily of injunctive or other equitable relief. If it assumes the defense or prosecution of any Third Party Claim, the Indemnifying Party shall permit the Indemnified Party to participate in, but not control or file any papers in respect of, the

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defense or prosecution of any such action or suit through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel and any counsel retained or used by the Indemnified Party from the time the Indemnifying Party assumed the defense or prosecution of the Third Party Claim shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for the fees, costs and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense or prosecution of a Third Party Claim (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided in Section 9.3). Whether or not the Indemnifying Party shall have assumed the defense or prosecution of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim, without the Indemnifying Party’s prior written consent. The election of the Indemnifying Party to assume the defense or prosecution of a Third Party Claim will not be deemed an admission by the Indemnifying Party that the claims made in the Third Party Claim are within the scope of or subject to indemnification under this Agreement. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnifying Party shall have the right to participate in, but not conduct or control, the defense or prosecution of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose.

(b) The parties shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention and, upon the Indemnifying Party’s request, the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Section 9.5. Expiration.

(a) Subject to the limitations set forth in this Agreement, all covenants, agreements (including those relating to indemnification in Sections 9.1 and 9.2), warranties and representations made herein shall survive the Closing.

(b) Unless otherwise specified in this Agreement, including as set forth in Sections 9.5(c), 9.6, 9.7 and 9.8 and in Article 10, neither Ashland nor Buyer will have any liability (for indemnification or otherwise) for breach of any representation, warranty, covenant or for any obligation contained in this Agreement or any Implementing Agreement or Transition Agreement unless on or before the eighteen (18) month anniversary of the Closing Date, a written notice in accordance with Section 9.3 has been received by the appropriate Indemnifying Party; and

(c) Notwithstanding subparagraph (b) above: (i) the representations and warranties contained in Sections 5.1(a) (Organization), 5.2 (Authority; Binding Effect), 5.21 (Brokers), 6.1 (Organization), 6.2 (Authority; Binding Effect) and 6.7 (Brokers) (collectively, the “Fundamental Representations”) shall survive the Closing until the expiration of the applicable statute of limitations and the representation and warranty contained in Section 5.14(e) shall survive the Closing until the fifth anniversary of the Closing Date, (ii) the Tax representations and warranties set forth in Section 5.17 shall not survive the Closing for any purpose, (iii) the

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obligations of Ashland to indemnify the Buyer Indemnitees for any Retained Tax Liabilities and of Buyer to indemnify Ashland Indemnitees for Assumed Tax Liabilities and under Section 3.1(b)(v) shall survive the Closing indefinitely, (iv) the covenants and agreements of the parties hereto (including those relating to indemnification in Sections 9.1 and 9.2) to be performed after the Closing Date survive for such length of time in accordance with their respective terms and (v) the obligations of Ashland to indemnify the Buyer Indemnitees for any Retained Remediation Liabilities shall survive the Closing until, with respect to any Losses related to any individual matter or location subject to indemnification under Section 9.1(c), Ashland addresses the Release giving rise to such Losses as necessary to comply with Environmental Law or any applicable Contract with any Governmental Authority, including meeting applicable clean-up standards or obtaining a No Further Action Letter, Letter of Completion or other written communication of similar import from any Governmental Authority with primary jurisdiction over the relevant matter, after which such Losses shall no longer be subject to indemnification by Ashland, notwithstanding that any survival period applicable generally to the Retained Specified Remediation Liabilities or the Other Retained Remediation Liabilities may not have expired, and Buyer shall pay, perform and discharge all Liabilities, obligations and commitments relating to such Losses. Any claims in connection with intentional misconduct or intentional misrepresentation shall survive indefinitely.

Section 9.6. Limitations on Amount.

(a) Ashland shall not have any liability under Section 9.1(a) for any individual Loss (or series of connected Losses) hereunder unless such individual Loss (or series of connected Losses) exceeds U.S.$175,000 and unless the aggregate of all such Losses for which Ashland would, but for this provision, be liable exceeds on a cumulative basis, U.S.$18,600,000 (the “Basket”) and, if such amount is exceeded, Ashland shall be required to pay only the amount of such Losses which exceeds the amount of the Basket; provided, however, that Ashland shall not have any liability for any such Losses pursuant to Section 9.1(a) in excess of, on a cumulative basis, U.S. $93,000,000 (the “Ceiling”).

(b) Notwithstanding anything to the contrary set forth in Section 9.6(a), neither the Basket nor the Ceiling shall apply to any Liability for any Losses: (i) with respect to breaches of the Fundamental Representations or (ii) relating to Taxes.

(c) Ashland shall not have any liability under Section 9.1(c) (i) for any Retained Remediation Liabilities (other than such liabilities relating to Off-Site Locations, which shall not be subject to the limitations of this Section 9.6(c)(i)) in excess of, on a cumulative basis, U.S. $75,000,000, or (ii) for any Other Retained Remediation Liabilities for any individual Loss (or series of connected Losses) hereunder unless such individual Loss (or series of connected Losses) exceeds U.S. $175,000 and, unless the aggregate of all such Losses for which Ashland would, but for this provision, be liable exceeds on a cumulative basis, U.S. $5,000,000 and if such amount is exceeded, Ashland shall be required to pay only the amount of such Losses which exceeds U.S. $5,000,000.

(d) Notwithstanding anything to the contrary set forth herein, in no event shall Ashland’s aggregate liability under (i) Section 9.1(a), excluding any Liability for any Losses (A) with respect to breaches of the Fundamental Representations or (B) relating to Taxes, (ii) Section

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9.1(c) for any Retained Litigation Liabilities and (iii) Section 9.1(c) for any Retained Remediation Liabilities exceed, on a cumulative basis, U.S. $139,500,000 (the “Aggregate Cap”). The parties hereby acknowledge that the Aggregate Cap shall be a single amount applicable to all claims subject to this Section 9.6(d) and that any indemnification payments made pursuant to clauses (i), (ii) or (iii) of this Section 9.6(d) shall reduce the remaining amounts for all such matters under the Aggregate Cap.

(e) Notwithstanding anything to the contrary set forth herein, in no event shall Ashland’s aggregate liability under Section 9.1, excluding any Liability for any Losses relating to Taxes or the Retained Indebtedness, exceed the Purchase Price (as it may be adjusted pursuant to Section 2.8) (the “Purchase Price Cap”). The parties hereby acknowledge that the Purchase Price Cap shall be a single amount applicable to all claims subject to this Section 9.6(e) and that any indemnification payments made pursuant to Section 9.1 (excluding any Liability for any Losses relating to Taxes) shall reduce the remaining amounts for all such matters under the Purchase Price Cap.

Section 9.7. Other Limitations.

(a) Buyer and Ashland shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by using reasonable best efforts to resolve any such claim or liability. Further, each party shall use its reasonable best efforts to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise to, a Loss, including incurring costs but only to the minimum extent necessary to remedy the breach which gives rise to the Loss. In the event that Buyer or Ashland shall fail to use such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any Loss that could reasonably be expected to have been avoided if Buyer or Ashland, as the case may be, had made such efforts.

(b) The Indemnified Party shall use its reasonable best efforts to obtain all insurance proceeds or other payments from third parties. The amount of Loss for which the Indemnified Party may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party actually received, realized or retained by the Indemnified Party or any of its Affiliates with respect to such Loss (less the amount of any expenses incurred by it in procuring such recovery). If such Person, after having received any indemnification payment pursuant to this Agreement with respect to a Loss, subsequently receives or realizes any insurance proceeds or other payment, the Indemnified Party will promptly refund and pay to the Indemnifying Party an amount equal to such insurance proceeds or payment (after deducting therefrom the amount of any expenses incurred by it in procuring such recovery, to the extent such Indemnified Party did not already receive payment for such expenses from the Indemnifying Party), but not in excess of any amount previously paid by the Indemnifying Party to the Indemnified Party in respect of such matter.

(c) The amount of any Loss for which indemnification is provided under this Article 9 shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii)

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reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

(d) If an Indemnified Party is indemnified for any Losses pursuant to this Agreement with respect to any claim by a third party, then the appropriate Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against such third party, and such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party.

(e) Notwithstanding any provision herein, Ashland and its Affiliates shall not in any event be liable to any Buyer Indemnitee and Buyer and its Affiliates shall not in any event be liable to any Ashland Indemnitee on account of any indemnity obligation set forth in Section 9.1 or Section 9.2 for any indirect, consequential, special, incidental or punitive damages arising out of, or relating to, this Agreement, any Implementing Agreement or any Transition Agreement, the Contemplated Transactions, the performance or breach of this Agreement or any liability or obligation retained or assumed under this Agreement, other than any such damages for which the Indemnified Party is found liable through the final resolution of a Third Party Claim.

(f) Notwithstanding anything to the contrary in this Agreement, it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be construed accordingly.

Section 9.8. Acknowledgements; Exclusive Remedy.

(a) Except as otherwise specifically provided in this Agreement, any Implementing Agreement or in any Transition Agreement, Buyer acknowledges and agrees that, other than with respect to (i) claims of, or causes of action arising from, fraud and (ii) claims for equitable relief related to the breach of any covenant or agreement of Ashland contained in this Agreement requiring performance after the Closing, Buyer’s sole and exclusive remedy after the Closing with respect to any and all claims against Ashland and its Affiliates relating to this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise shall be pursuant to the indemnification provisions set forth in this Agreement. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud and claims for equitable relief related to the breach of any covenant or agreement of Ashland contained in this Agreement requiring performance after the Closing) it or any of its Affiliates may have against Ashland or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors arising under or based upon this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities, the Retained Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise, except pursuant to the indemnification provisions set forth in this Agreement.

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(b) EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ANY IMPLEMENTING AGREEMENT OR ANY TRANSITION AGREEMENT, (A) ASHLAND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONVEYED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING THE CONVEYED ASSETS, ASSUMED LIABILITIES OR THE BUSINESS AND (B) ALL OF THE ASSETS TO BE TRANSFERRED OR THE LIABILITIES TO BE ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.

(c) Except as otherwise specifically provided in this Agreement, any Implementing Agreement or in any Transition Agreement, Ashland acknowledges and agrees that, other than with respect to (i) claims of, or causes of action arising from, fraud and (ii) claims for equitable relief related to the breach of any covenant or agreement of Buyer contained in this Agreement requiring performance after the Closing, Ashland’s sole and exclusive remedy after the Closing with respect to any and all claims against Buyer and its Affiliates relating to this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise shall be pursuant to the indemnification provisions set forth in this Agreement. In furtherance of the foregoing, Ashland hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud and claims for equitable relief related to the breach of any covenant or agreement of Buyer contained in this Agreement requiring performance after the Closing) it or any of its Affiliates may have against Buyer or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors arising under or based upon this Agreement, the Contemplated Transactions, any document or certificate delivered in connection herewith, the Business, the Conveyed Assets, the Assumed Liabilities or any applicable Law (including, inter alia, any rights of contribution or recovery under CERCLA or other Environmental Law) or otherwise, except pursuant to the indemnification provisions set forth in this Agreement.

(d) EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ANY TRANSITION AGREEMENT OR ANY IMPLEMENTING AGREEMENT, BUYER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE CONTEMPLATED TRANSACTIONS.

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ARTICLE 10.

CONDUCT OF ACTIONS RELATING TO ENVIRONMENTAL LOSSES AND

OBLIGATIONS RELATING THERETO

Section 10.1. Standard of Performance.

Ashland shall diligently satisfy any and all Losses for which it is liable under Section 9.1(a) (as the result of a breach of any representation or warranty set forth in Sections 5.4, 5.8(a) (as it relates to Encumbrances), 5.14, 5.15 or 5.16 herein) or otherwise under Section 9.1 and arising under any Environmental Law or related to environmental matters (“Environmental Loss”) at its sole cost and expense and in accordance with Environmental Laws; provided however, nothing contained herein shall be deemed to prevent Ashland from satisfying its obligations at the lowest overall obtainable cost consistent with the scope of the project or activity at issue, taking into consideration and giving appropriate regard to the requirements of the relevant Governmental Authorities, customary industry practices, and the health and safety of employees and the public.

Section 10.2. Limitations.

In addition to the limitations contained in Article 9 of this Agreement, Ashland shall have no liability under Section 9.1 and no obligation to indemnify any Buyer Indemnitee for any Environmental Loss if the cost, obligation, event, circumstance or condition that gave rise to such Environmental Loss: (i) is the result of a site closure, cessation of operations or change in use of any Conveyed Real Property after the Closing to a use substantially dissimilar to the use of such Conveyed Real Property as of the Closing Date, provided that no such site closure, cessation of operations or change in use after the Closing shall be deemed to relieve Ashland of any obligation to comply with Environmental Law or any applicable Contract with any Governmental Authority relating to any assessment, response, removal, remediation, corrective action or any related monitoring activity at any Conveyed Real Property which is being conducted by or on behalf of Ashland at the time of such site closure, cessation of operations or change in use in connection with Ashland’s obligations under Section 9.1(c) herein for the Retained Specified Remediation Liabilities and the Other Retained Remediation Liabilities (except that nothing in the foregoing clause shall be deemed to limit or condition the applicability or terms of the provisions in (ii)-(v) of this Section 10.2); (ii) arises out of or results from the repeal of, amendment to, or other change in any Environmental Law or Governmental Authorization issued thereunder in effect as of the Closing Date or the enactment or new interpretation of any Environmental Law after the Closing Date; (iii) was discovered as a result of a Phase II or other intrusive sampling, testing or investigation (“Environmental Tests”) conducted after the Closing Date, except for Environmental Tests undertaken: (a) by or on behalf of Ashland in connection with its obligations under Section 9.1(c) herein for the Retained Remediation Liabilities; (b) to respond to, investigate, or otherwise remediate environmental conditions that would reasonably be expected to create an imminent and substantial endangerment to the environment or the health, safety and welfare of the Employees or the public, (c) in specific response to an inquiry, request, claim or demand by a Governmental Authority; provided that, Buyer shall have consulted with Ashland prior to undertaking any such Environmental Tests or (d) in connection with a condition first discovered as a result of construction or essential maintenance activities conducted in the ordinary course of business and

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commencing after the Closing Date at, on or beneath the Conveyed Real Property; (iv) with respect to any Conveyed Real Property, to the extent the cost of such Environmental Loss is increased, or the scope or extent of such Environmental Loss is exacerbated, due to an act or omission by a Person other than Ashland, its affiliates, agents, contractors or subcontractors, unless such act or omission was at the direction of or under the supervision of any Governmental Authority; or (v) relates to the removal or abatement of asbestos or asbestos-containing materials located on or in structural components of the Conveyed Real Property.

Section 10.3. Control, Access, Monitoring and Sampling.

(a) Ashland shall direct and control all discussions, negotiations and Proceedings with or before Governmental Authorities or third parties with respect to any Environmental Loss including the right, after notice to and consultation with Buyer, to settle or otherwise resolve any Environmental Notice, Proceeding or Liability giving rise to or forming part of such Environmental Loss (except to the extent Ashland has refused to indemnify Buyer under Section 9.1 herein for any such Environmental Loss, in which case Buyer shall have the right to direct, control, settle or resolve such Environmental Loss); provided that Ashland may not enter into any such settlement or resolution that would reasonably be expected to adversely affect Buyer’s operation of the Conveyed Real Property or the Business without the prior written consent of Buyer, which consent will not unreasonably be withheld. Buyer may, at its cost and expense, participate in all discussions, negotiations or Proceedings with or before Governmental Authorities or third parties with respect to any such Environmental Loss.

(b) Buyer hereby grants to Ashland and its consultants an irrevocable and fully paid-up license to enter upon the Conveyed Real Property in order to meet its obligations with respect to any Environmental Loss; provided that, Ashland shall conduct any assessment, remediation or response actions in a manner that does not unreasonably interfere with ongoing operations at the Conveyed Real Property or the conduct of the Business, except to the extent Ashland is mandated to do so by a Governmental Authority. The license granted herein will terminate at such time as all of Ashland’s obligations under Section 9.1 terminate.

(c) Buyer agrees that Ashland may, for the purposes of complying with its obligations with respect to any Environmental Loss, take soil samples or install additional groundwater monitoring xxxxx and sample such xxxxx and soils as needed in specific areas of concern; provided that Ashland shall conduct any such assessment, remediation or response actions in a manner that does not unreasonably interfere with ongoing operations at the Conveyed Real Property or the conduct by Buyer of the Business, except to the extent Ashland is directed to do otherwise by a Governmental Authority. Buyer will use its commercially reasonable efforts to avoid interfering with or damaging Ashland’s monitoring xxxxx, subsurface piping, and/or remediation equipment of any kind located on or adjacent to the Conveyed Real Property, and will reimburse Ashland for any such damages or interference, notwithstanding any language in Section 10.2(iv).

Section 10.4. Documents.

Each party shall provide to the other party, no later than five (5) Business Days after receipt, or sooner if circumstances warrant, copies of all writings and reasonable descriptions of

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all other material communications from any Governmental Authority or other Person to it or from it to any Governmental Authority or other Person that relate in any way to the Environmental Losses.

Section 10.5. Cooperation.

(a) Buyer shall cooperate with Ashland in (i) handling any Environmental Notice, Proceeding or Liability; (ii) performing and completing any assessment, response, removal, remediation, corrective action or monitoring activity, including executing, as soon as practicable, all permits, applications, filings, assignments and other instruments required by applicable Governmental Authorities and providing copies of all materials reasonably requested by Ashland; (iii) upon request, and as soon as practicable thereafter, delivering to Ashland copies of all files, records, documents, instruments and certificates in the possession and control of Buyer and not previously provided to Ashland, relating to the Conveyed Assets, the actual or alleged presence of Hazardous Materials at any Conveyed Real Property or any other location and any other documents, information or conditions which are reasonably requested by Ashland in connection therewith; (iv) the performance of any further ministerial actions (include Buyer’s consent to and effectuation of such use restrictions or controls (via methods including a deed restriction or other institutional controls requiring continued industrial use of the Conveyed Real Property)) reasonably necessary to Ashland’s compliance with any obligation set forth in this Agreement or otherwise arising under Environmental Law; and (v) providing reasonable assistance to Ashland in its pursuit of recovery of insurance proceeds in relation to any Retained Remediation Liabilities or any Retained Litigation Liabilities, including providing files, records and other documentation as set forth in (iii) of this Section 10.5(a) and providing Ashland’s insurers with reasonable access upon reasonable notice to such Conveyed Assets, as appropriate and necessary under the terms and conditions of the relevant insurance policies or agreements ancillary to such policies.

(b) Nothing in the foregoing will require Buyer to unreasonably curtail or restrict its operation of the Business and none of the aforesaid obligations shall require Buyer to incur any out-of-pocket cost.

ARTICLE 11.

MISCELLANEOUS

Section 11.1. Notices.

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended, if delivered by certified mail, return receipt requested, or by an internationally recognized courier service, or if sent by facsimile, provided that the facsimile is promptly confirmed by written confirmation thereof to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person:

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if to Ashland or any Asset Selling Corporation:

Ashland Inc.

00 Xxxx XxxxxXxxxxx Xxxxxxxxx,

Xxxxxxxxx, Xxxxxxxx 00000

X.X.X.

Telephone:       000-000-0000

Facsimile:         000-000-0000

Attn:                 General Counsel

with a copy to:

Ashland Inc.

00 Xxxx XxxxxXxxxxx Xxxxxxxxx

Xxxxxxxxx, Xxxxxxxx 00000

X.X.X.

Telephone:       000-000-0000

Facsimile:         000-000-0000

Attn:                 Assistant General Counsel

Cravath, Swaine & Xxxxx LLP

Worldwide Plaza

000 Xxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Facsimile: (000) 000-0000

Attention: Xxxxx Xxxxxxx

if to Buyer or any of Buyer’s Affiliates:

c/o TPG Capital, L.P.

000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000

Xxx Xxxxxxxxx, Xxxxxxxxxx 00000

Telephone:         415-743-1500

Facsimile:           415-743-1501

Attn:                   Xxxxxx Xxxx

with a copy to:

Xxxxxx & Xxxxxx LLP

0000 Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Telephone:       000-000-0000

Facsimile:         000-000-0000

Attn:                 Xxxxx Xxxxxxxxxxxx

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Section 11.2. Amendment; Waiver.

Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Buyer and Ashland or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 11.3. Assignment.

No party to this Agreement may assign any of its rights or obligations under this Agreement, including by sale of stock or by operation of Law in connection with a merger or sale of substantially all assets, without the prior written consent of the other party hereto, except that without such consent, Buyer may (i) assign its rights to purchase the Conveyed Assets to one or more of its Affiliates (including the Buyer Corporations) and (ii) assign its rights hereunder to secure indebtedness of Buyer and its subsidiaries, and Ashland may assign its rights to sell the Conveyed Assets hereunder to one or more of their respective Affiliates; provided that no such assignment by Buyer or Ashland, as the case may be, shall relieve such assignor of any of its obligations hereunder.

Section 11.4. Entire Agreement.

This Agreement (including Schedules and Exhibits), the Ancillary Agreements and the Sponsor Guarantee comprise the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, except for the Confidentiality Agreement, which will remain in full force and effect for the term provided for therein and any other written agreement of the parties that expressly provides that it is not superseded by this Agreement.

Section 11.5. Fulfillment of Obligations.

Any obligation of any party to any other party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed to have been performed, satisfied or fulfilled by such party.

Section 11.6. Parties in Interest.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in the following sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Ashland or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, the Financing Sources shall be third party beneficiaries of the provisions of Sections 11.11, 11.16, 8.2(a), 8.2(d) and 8.2(e). Notwithstanding anything to the contrary contained herein, Section 8.2(a), Section 8.2(d), Section 8.2(e), Section 11.11, Section 11.16 and this Section 11.6 (and any provisions of this Agreement to the extent a modification, waiver or termination of such provisions would modify the substance of Sections 8.2(a), 8.2(d), 8.2(e), 11.11, 11.16 and this Section 11.6) may not be modified, waived or terminated in a manner that impacts or is adverse in any respect to the Financing Sources without the prior written consent of the Financing Sources.

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Section 11.7. Public Disclosure.

No communication, release or announcement to the public or to employees or others not directly involved in the negotiation or approval of this Agreement, any Ancillary Agreement or the Contemplated Transactions shall be issued or made by any party without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such communication, release or announcement may be required by Law or the rules or regulations of any U.S. or foreign securities exchange or similar organization, in which case the party required to make the communication, release or announcement shall allow the other party reasonable time to comment thereon in advance of such issuance; provided, however, that each of the parties may make internal announcements to their respective employees that are consistent with the parties’ prior public disclosures regarding the Contemplated Transactions after reasonable prior notice to and consultation with the other parties.

Section 11.8. Return of Information.

If for any reason whatsoever the Contemplated Transactions are not consummated, Buyer shall promptly return to Ashland all books and records furnished by Ashland or any Asset Selling Corporation, any of its respective Affiliates or any of its respective agents, employees, or representatives (including all copies, summaries and abstracts, if any, thereof) in accordance with the terms of the Confidentiality Agreement.

Section 11.9. Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated, except as otherwise expressly provided herein, including this Section 11.9, each of the parties hereto shall be responsible for the payment of its or any of its Affiliates’ own costs and expenses incurred in connection with the negotiations leading up to and the performance of its own obligations pursuant to this Agreement and the Ancillary Agreements, including the fees of any attorneys, accountants, brokers or advisors employed or retained by or on behalf of such party.

(b) The filing fees required by any Governmental Competition Authority shall be borne by Buyer.

Section 11.10. Schedules.

The disclosure of any matter in any Schedule to this Agreement shall expressly not be deemed to constitute an admission by Ashland or any Asset Selling Corporation, or to otherwise imply, that any such matter is material for the purposes of this Agreement. Disclosure of any matter, fact, or circumstance in any Schedule to this Agreement shall be deemed to be disclosure thereof for purposes of any other Schedule to the extent it is reasonably apparent that such information is relevant to such other Schedule.

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Section 11.11. Governing Law; Jurisdiction.

This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., its rules of conflict of laws notwithstanding. Each of Ashland and Buyer irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery or, if such court does not have jurisdiction, any Delaware state court or United States Federal court sitting in the State of Delaware, and any appellate court from any thereof, for the purposes of any Proceeding arising out of this Agreement, the Ancillary Agreements, or any Contemplated Transaction (including any action involving any of the Financing Sources), or for recognition or enforcement of any judgment, and each party irrevocably and unconditionally agrees that all claims in respect of such Proceeding may be heard in such state court or, to the extent permitted by applicable Law, in such Federal court. Each of Ashland and Buyer agree to commence any such Proceeding either in the Delaware Court of Chancery or, if such Proceeding may not be brought in such court for jurisdictional reasons, in any Delaware state court or United States Federal court sitting in the State of Delaware. Each of Ashland and Buyer further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which such party has submitted to jurisdiction in this Section 11.11. Each of Ashland and Buyer irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Ancillary Agreements or any Contemplated Transaction, in any court referred to in the first sentence of this Section 11.11 and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 11.12. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.13. Headings.

The heading references herein and the Table of Contents hereto are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

Section 11.14. Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and

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the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof in any other jurisdiction.

Section 11.15. Governing Language.

The English language shall be the definitive and controlling text of this Agreement, notwithstanding the translation of this Agreement into any other language.

Section 11.16. Waiver of Jury Trial.

EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSITION AGREEMENT, ANY IMPLEMENTING AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY SUCH ACTION TO WHICH ANY FINANCING SOURCE IS A PARTY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, ANY TRANSITION AGREEMENT AND ANY IMPLEMENTING AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.16.

Section 11.17. Specific Performance.

The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any provision of this Agreement was not performed in accordance with its terms or was otherwise breached or threatened to be breached. It is accordingly agreed that the parties shall be entitled to equitable relief, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance (including causing Buyer to enforce its rights under any Commitment Letter) to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. Such equitable relief shall be in addition to any other remedy to which the parties hereto are entitled at law or in equity as a remedy for such nonperformance, breach or threatened breach. Each party agrees to (a) cooperate fully in any attempt by the other party in obtaining any such equitable remedy and (b) waive any requirement for the security or posting of any bond in connection with any such equitable remedy. Each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of the provisions of this Agreement. Notwithstanding the foregoing, it is explicitly agreed that Ashland shall be entitled to seek specific performance to cause the Equity Financing to be funded to fund the Contemplated Transactions only in the event that (i) all conditions in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) at the time when the Closing would have occurred but for the

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failure of the Equity Financing to be funded, (ii) the financing provided for by the Debt Commitment Letter (as it may be amended, modified or waived pursuant to Section 7.6) (or, if alternative financing is being used in accordance with Section 7.6, pursuant to the commitments with respect thereto) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (iii) Ashland has irrevocably confirmed that if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing pursuant to Article 3 will occur.

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IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

TPG ACCOLADE, LLC						ASHLAND INC.
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxx X. Xxx
		Xxxx X. Xxxxx
Title:		Vice President				Title:		VP, Corporate Development

[Signature Page to the Agreement of Purchase and Sale]

Disclosure Schedules

This document and attachments hereto (these “Disclosure Schedules”) have been prepared in connection with, and are deemed a part of, that certain Asset Purchase Agreement, dated as of November 5, 2010, by and between Ashland Inc. (“Ashland”) and Nexeo Solutions, LLC, formerly known as TPG Accolade, LLC (“Buyer”) (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Purchase Agreement. These Disclosure Schedules are provided in confidence in accordance with the terms and subject to the conditions of the Purchase Agreement and the Confidentiality Agreement.

The information provided in these Disclosure Schedules is being provided solely for the purpose of making disclosures under the Purchase Agreement. Nothing herein is intended to constitute, and shall not be construed as constituting, representations or warranties, express or implied, of Ashland, any Asset Selling Corporation or their respective Affiliates, including, in each case, any representation or warranty as to merchantability, fitness for a particular purpose or future results, other than as expressly provided in the Purchase Agreement.

Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Purchase Agreement to be reflected herein. Such additional matters are set forth for information purposes and do not necessarily include other matters of a similar nature. The reference to or inclusion of any item or other matter in these Disclosure Schedules as an exception to a representation or warranty shall expressly not be deemed to constitute an admission by Ashland or any Asset Selling Corporation, or to otherwise imply, that such item or other matter represents an exception or material fact, event or circumstance, that such item would be reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect or that such item or other matter is required to be referred to or disclosed in these Disclosure Schedules. No disclosure in these Disclosure Schedules relating to any possible breach or violation of any Contract, Law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Notwithstanding anything to the contrary contained in these Disclosure Schedules or in the Purchase Agreement, any information set forth in one section or subsection of such Disclosure Schedules shall be deemed to apply to and to qualify the Section or subsection of the Purchase Agreement to which it corresponds in number and each other Section or subsection of the Purchase Agreement to the extent it is reasonably apparent that such information is relevant to such other Section or subsection.

Headings of sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of the Purchase Agreement.

1

SCHEDULE LIST

Schedule 1.1(a)		Asset Selling Corporations
Schedule 1.1(b)		Additional Employees
Schedule 1.1(c)		Persons with Knowledge
Schedule 1.1(d)		Retained Specified Remediation Liabilities
Schedule 1.1(e)		Scheduled Encumbrances
Schedule 2.4(xi)		Excluded Assets
Schedule 2.8(a)		Closing Account Principles
Schedule 3.2(a)		Ashland Closing Deliveries
Schedule 3.2(b)		Buyer Closing Deliveries
Schedule 4.2(d)		Required Releases
Schedule 5.4		Ashland Governmental Consents and Approvals
Schedule 5.8(a)(i)		Owned Real Property
Schedule 5.8(a)(ii)		Owned Real Property Exceptions
Schedule 5.8(b)(i)		Real Property Leases
Schedule 5.8(b)(ii)		Real Property Lease Exceptions
Schedule 5.9(a)		Material Contracts
Schedule 5.10, Parts I-V		Intellectual Property Rights
Schedule 5.10, Part VI		Intellectual Property Rights Agreement Exceptions
Schedule 5.10(b) and (d)		Intellectual Property Rights Exceptions
Schedule 5.14		Environmental Matters Exceptions
Schedule 5.15(a)		Proceedings Exceptions
Schedule 5.16(i)		Material Governmental Authorizations Constituting Conveyed Assets
Schedule 5.16(ii)		Non-Transferable Material Governmental Authorizations
Schedule 5.17		Tax Matter Exceptions
Schedule 5.18(a)		Non-Compliance with Applicable Laws Respecting Employment
Schedule 5.18(c)		Union Contracts
Schedule 5.18(d)		Employee Termination Exceptions
Schedule 5.19(a)		Seller Benefit Plans
Schedule 5.19(f)		Termination or Partial Termination of Seller Benefit Plans
Schedule 5.19(g)		Payments Conditioned upon the Consummation of the Contemplated Transaction
Schedule 5.19(h)		Equity Compensation Plans
Schedule 5.19(j)		Proceedings against Seller Benefit Plans
Schedule 6.5		Buyer Governmental Consents and Approvals
Schedule 7.5(a)		Employees
Schedule 7.5(b)		European Employees
Schedule 7.5(d)		Changes to Seller Benefit Plans
Schedule 7.5(f)		Severance Obligations
Schedule 7.5(q)		Transferred Non-U.S. Ashland Pension Plans
Schedule 7.7		Permitted Acquisitions
Schedule 7.11(a)-i		Credit Support Obligations
Schedule 7.11(a)-ii		Credit Support Obligations for Retained Remediation Liabilities
Schedule 7.13		Conduct of Business Exceptions
Schedule 7.16		Foreign Jurisdictions

2

Schedule 1.1(a)

Asset Selling Corporations

Country		Name of Selling Entity
Canada		Ashland Canada Corp.
China		Ashland (China) Holdings Co., Ltd.
China		Ashland Valvoline Chemical (Shanghai) Co., Ltd.
Denmark		Ashland Danmark ApS
Finland		Ashland Finland OY
France		Ashland France SAS
Germany		Valvoline Deutschland GmbH & Co KG
Ireland		Ashland Industries Ireland Limited
Italy		Ashland Italia S.p.A.
Mexico		Ashland Chemical de Mexico S. A. de C.V.
Mexico		Ashland Services Mexico, S.A. de C.V.
The Netherlands		Ashland Nederland B.V.
Norway		Ashland Norge AS
Poland		Ashland Poland S.P.Z.O.O.
Portugal		Ashland Plasticos de Portugal Limitada
U.S.A. Territory: Puerto Rico		Ashland International Holdings, Inc., a Delaware corporation
Russia		OOO Hercules Russia
Singapore		Hercules Chemical Solutions Pte Ltd.
Spain		Ashland Chemical Hispania S.L.
Sweden		Ashland Sweden AB
United Kingdom		Ashland UK Limited
U.S.A. Incorporated in the State of Delaware		Ashland Licensing and Intellectual Property LLC (Selling the IP)
U.S.A. Incorporated in the State of Delaware		565 Corporation (Selling the FCC licenses)

3

Schedule 1.1(b)

Additional Employees

Please see attached Exhibit A to Schedule 7.5(a).

4

Schedule 1.1(c)

Persons with Knowledge

• Xxxxxxx Xxxxxxx

• Xxxxx Xxxxxxxx

• Xxxxxx Xxxxxxxxx

• Xxxxxxx Xxxxx

• Xxxx Xxxxxxxx

• Xxxx Xxx

• Xxxxx Xxxx

• Xxxxxxx X. Xxx

• Xxx Xxxxx, solely with respect to matters contained in Section 5.8 and Section 5.9

• PJ Block, solely with respect to matters contained in Section 5.9

• Xxxx Xxxxx, solely with respect to matters contained in Section 5.14 and Section 5.16

• Xxx Xxxxxxxx, solely with respect to matters contained in Section 5.18 and 5.19

• Xxxx XxXxxxxxx, solely with respect to matters contained in Section 5.20

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Schedule 1.1(d)

Retained Specified Remediation Liabilities

In addition to the matters described below, please see Exhibit A to Schedule 1.1(d), which lists certain properties, each of which are incorporated by reference into this Schedule.

A. Conveyed Real Property

1. Xxxxxxxxxx, XX (0000 Ball Street)

The facility at 0000 Xxxx Xxxxxx in Birmingham, AL is subject to an Administrative Order (AO) issued by the Alabama Department of Environmental Management (ADEM) in April 1989. Soil contamination was initially detected during the closure of a container storage unit and an underground storage tank in June 1987, prompting an investigation to assess impacts to soils and groundwater. Contamination has been detected in both media at the facility, extending off-site in groundwater to the south and west of the site. Soil contamination is comprised primarily of halogenated volatile organic compounds (VOCs), aromatic VOCs and SVOCs; groundwater contamination is comprised of VOCs and SVOCs chlorinated volatile hydrocarbons and ketones. There are no groundwater receptors within one mile of the site and no on- or off-site soil receptors.

Pursuant to the AO, a four-well multi-phase extraction system with thermal oxidation was installed in fiscal year 2000. Following a Site Status Review meeting with ADEM, the extraction system was shutdown in July 2007 to facilitate collection and evaluation of four quarters of steady-state (i.e. non-pumping) groundwater results. During system shutdown, additional site characterization associated with solid waste management units, areas of concern and off-site delineation were completed. A “draft” Comprehensive Site Investigation report was submitted in May 2010. Based on the results of the investigation and risk assessment, it was recommended that a restrictive covenant should be implemented for the facility restricting groundwater usage and that monitored natural attenuation should be evaluated as a remedial alternative. Currently semi-annual groundwater sampling has been recommended. Approximately 10,000 cubic yards of VOC-impacted soils are estimated to remain on-site, but the majority of the facility is covered with structures, concrete or asphalt. Ashland expects ultimately to achieve risk-based closure at the site under the existing AO.

2. Mobile, AL (701 Western Drive (Xxxxxx Drive))

The facility at 000 Xxxxxxx Xxxxx in Mobile, AL is subject to an Administrative Order (AO) issued by the Alabama Department of Environmental Management (ADEM) in February 1989. Following an ADEM inspection in response to a suspected spill of materials, extensive soil and groundwater sampling was conducted at the site. Volatile organic compounds (VOCs), aromatic hydrocarbons, ketones and alcohol have been detected in on-site soils and/or groundwater, as well as in off-site groundwater under the industrial properties adjacent to the north and northwest. The highest concentrations of VOCs are located in two areas: the railroad unloading area and the temporary drum storage area (former location of underground storage tanks).

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Corrective action currently being implemented in compliance with the AO is a hydraulic control remedy with a recovery well system consisting of five recovery xxxxx and several off site monitoring xxxxx. Ashland expects to operate the existing groundwater recovery and treatment system, enhancing it as necessary, until the contamination is remediated to a point where risk-based closure is achieved.

3. N. Miami Beach, FL (200 Xxxxx Xxxx 000xx Xxxxxx)

The facility at 000 XX 000xx Xxxxxx xx X. Xxxxx Xxxxx, XX is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the Florida Department of Environmental Protection (FDEP), and has also been conducting post-closure care under RCRA since 2001 under the same regulatory oversight. After pre-construction investigations in 1985 revealed the presence of contaminants in site soils, Ashland conducted soil and groundwater investigations and initiated remediation as per a consent order issued by the Miami-Dade County Department of Environmental Resources Management (DERM). Soil that was excavated in conjunction with the DERM consent order was stored on-site. As a result of a November 1985 site inspection by FDEP, Ashland received a notice of violation alleging improper management of the stockpiled soils. Under the terms of a settlement agreement with FDEP, Ashland was required to conduct additional soil remediation and to apply for a RCRA permit for the soil piles. Since 2001, corrective action at the site has been regulated by a RCRA Post-Closure Permit that incorporates RCRA Correction Action requirements.

The facility is impacted by volatile organic compounds (VOCs) in soil (on-site) and groundwater (on-site and off-site). Groundwater is also contaminated with a light non-aqueous phase liquid (LNAPL) plume composed primarily of BEHP oil. Corrective action measures currently being implemented include a groundwater recovery and treatment system with air stripping; remediation of free-phase BEHP; and operation of an air sparging and soil vapor extraction system. Ashland completed remediation of a spill of 500 gallons of acetone that occurred in 2008 after conducting an extraction remedy with 5 quarters of verification monitoring. The FDEP has approved an NFA designation for the incident, however, final closure status is awaiting an upcoming HSWA Permit modification to update the permitted clean-up standard to the more current promulgated state standard used during the remedial actions. Ashland expects to discontinue operation of the groundwater pump and treat system in the near future as the groundwater plume in all but one area has been remediated to below the clean-up standards. The air sparge and soil vapor extraction system was installed recently to address the remaining area. Ashland is currently evaluating remedial options for the BEHP area and expects to submit an interim action work plan to the agency for review and approval and conduct remediation in the BEHP area in the near future. Excavation and in-situ solidification are the two remedies currently under consideration for the BEHP area soils. A new groundwater extraction and treatment system with a discharge to the POTW is under evaluation for the on-site and off-site groundwater BEHP plume beneath the neighboring warehouse to the east. No significant off-site BEHP or VOC plume has been detected south of the facility. Recently, BEHP has been detected in a well on the western portion of the facility that appears to be unrelated to the BEHP area to the east. The sources or causes of this detection are currently under investigation. Ultimately, Ashland expects to implement monitored natural attenuation to achieve risk-based closure for the site.

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4. Xxxxx, XX (0000 West Hanna)

The facility at 0000 Xxxx Xxxxx Xxxxxx xx Xxxxx, XX is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the Florida Department of Environmental Protection (FDEP) in connection with a Corrective Action permit issued to the facility in March 2008. Seven solid waste management units (SWMUs) are identified in the facility’s permit, four of which are currently subject to corrective action. Three of the SWMUs have been determined to require no further action. Prior to FDEP assuming authority over the site, the US Environmental Protection Agency (USEPA) in December 1998 issued an interim measures (IM) order for soil and groundwater at the site. Ashland implemented the USEPA-approved soil IM Work Plan in June 1999. Impacted soil was excavated and treated with soil vapor extraction technology. USEPA approved final closure of the IM soil pile in May 2002.

Chlorinated volatile organic compounds remain in groundwater at the site as well as off-site on the former Xxxxx property. The facility is currently preparing a Corrective Measures Study (CMS) and, as a result, has implemented a groundwater monitoring program to assess the vertical and horizontal extent of the groundwater contamination on- and off-site. Routine groundwater monitoring is conducted on a semi-annual basis and these data are being used to update the groundwater flow model previously developed for the site to assist in evaluating the remedial options presented in the CMS. Based on previous investigation and modeling results, Ashland expects to recommend monitored natural attention and institutional controls to achieve risk-based closure for the site.

5. Atlanta (Doraville), GA (4550 North East Expressway)

The distribution facility at 4550 NE Expressway in Doraville, Georgia is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the Georgia Department of Natural Resources - Environmental Protection Division (EPD). Following a documented spill of toluene in 1987, extensive soil and groundwater sampling was conducted at the site. Volatile organic compounds (VOCs), semi-volatile organic compounds (SVOCs), lead and chromium have been detected in soils and groundwater above background levels as the result of historical releases of chlorinated solvents on the ground surface during loading and unloading operations. The 1994 Hazardous Waste Facility permit defines Ashland’s obligations to delineate and remediation contamination at the site as well as the soil and groundwater cleanup standards and effectiveness standards for the existing treatment systems.

Based on the CMI, corrective actions currently being implemented with the approval of the EPD under the facility’s permit include: (1) remediation of vadose-zone soil and groundwater utilizing a dual vacuum extraction (DVE) system, and (2) long-term hydraulic containment of groundwater utilizing a 15-well groundwater containment system. In addition, Ashland is currently negotiating with the EPD regarding the need for vertical delineation of dense non-aqueous phase liquids (DNAPL) in the bedrock near RW-16, which deep drilling Ashland’s consultants believe poses a risk of vertical DNAPL mobilization. Technical documentation in support of this position has been provided to the EPD. The DVE system is currently not operating, with EPD verbal concurrence, while hydraulic pilot testing continues.

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Based on the results of a 2005 Phase IV investigation, the VOC groundwater plume has migrated off-site in the residuum and in the bedrock to the southwest and has impacted portions of three properties at concentrations at or above their respective regulatory limits. These properties are (1) Pleasantdale Business Park (multiple parcels and property owners within business park), (2) National Linen Service (now Alsco) and (3) Xxxxxxxxxx Xxxx Apartments. Monitoring xxxxx are also located close to the Ashland property line on the ProLogis (formerly Security Capital) property located hydraulically upgradient. On December 19, 2008 Ashland submitted the Horizontal Delineation Work Plan (WP) was submitted to EPD. Periodically and most recently in December 2008, a water well survey was conducted to document the lack of possible receptors. No active potable xxxxx were located within a 3-mile radius.

There are no complete human exposure pathways on-site or off-site. Direct contact of soils is mitigated by the surface coverings at the facility, which include asphalt, concrete and gravel. The indoor air has been sampled at the facility offices and warehouse and no issues were identified. Off-site soil vapor work at the Xxxxxxxxxx Xxxx apartment complex was conducted under EPD oversight in 2004 and 2005. Following groundwater and sub-slab vapor sampling, EPD issued a No Further Action letter in June 2005. Surface water and sediment samples were previously collected off-site and all results were below the regulatory limits for surface water and sediment. Future work in regard to off-site impacts is awaiting EPD review/approval of the December 2008 WP. EPD is in agreement that the extent of off-site impacts is known; the purpose of the WP was to fill in data gaps between existing sampling locations.

6. Savannah, GA (400 Telfair Road (plus Gwinnett Street Extension - easement for ingress/egress))

The facility at 000 Xxxxxxx Xxxx xx Xxxxxxxx, XX is subject to a 1988 Consent Order issued by the Georgia Environmental Protection Division (EPD) requiring the characterization of soil, groundwater and surface water impacts in the area of a toluene spill in 1988 and implementation of remediation. The toluene spill was closed out per an August 1988 letter from EPD; however, additional investigation of chlorinated VOCs was requested.

Subsequently, the site became subject to Resource Conservation and Recovery Act (RCRA) Corrective Action per the 1994 Hazardous Waste permit. A RCRA Facility Investigation (RFI) completed in 1995 identified eight Solid Waste Management Units (SWMUs) in connection with various tanks, the drumming shed area and the tank truck loading area. An amendment in 1996 added three additional SWMUs in the tank farm areas and the wastewater holding pond. Numerous investigations were conducted 2001- 2005, which identified elevated concentrations of chlorinated volatile organic compounds in groundwater and in soils in several areas of the site, and also documented that the groundwater plume was not expanding. Clean closure of the inactive hazardous waste storage area was achieved in March 2005. In 2006 and 2007 a pilot test of in-situ chemical oxidation was conducted and the final summary report was submitted to EPD in May 2007. Groundwater monitoring at the site is on-going.

7. Willow Springs, IL (8500 South Willow Springs Road)

The facility at 0000 Xxxxx Xxxxxx Xxxxxxx Xxxx xx Xxxxxx Xxxxxxx, XX is subject to an Administrative Order on Consent (AOC) with the United States Environmental Protection

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Agency (USEPA) under the Resource Conservation and Recovery Act (RCRA) in July 2007. Pursuant to the AOC, Ashland conducted a RCRA Facility Investigation (RFI), which report was approved by the USEPA in July 2010. The RFI indicated VOC and SVOC contamination of soil exceeding Tier 1 SROs for industrial/commercial properties in Investigation Areas 3, 4, 5, and 6 of the facility. The RFI also identified onsite and offsite VOC impacts to groundwater. The Final Corrective Measure Proposal (FCMP), which recommended continued operation of the shallow groundwater extraction and treatment system, monitored natural attenuation along institutional and engineering controls, was submitted to USEPA in September 2010.

The dissolved phase area of impact from contaminants of concern has extended offsite to Burlington Northern Santa Fe railroad land and the Metropolitan Water Reclamation District of Greater Chicago properties. The RFI concludes that the Des Plaines River is a losing stream, and that groundwater discharges to the Chicago Sanitary and Ship Canal. The Sanitary Canal has water quality restrictions.

The site has also been conducting post-closure care since the late 1980 as the result of leakage from three former hazardous waste storage tanks, pursuant to state law under the supervision of the Illinois EPA. A groundwater interceptor trench and treatment system has been in operation since 1987, and Ashland continues to operate this.

8. South Bend, IN (1817 0/0 Xxxx Xxxxxxx Xxxxxx)

The facility at 0000 Xxxxxxx Xxxxxx in South Bend, IN is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the U.S. Environmental Protection Agency (USEPA). Investigation activities were initiated at the site in 1980 when chlorinated volatile organic compounds (VOCs) were detected in the water off-site at the down-gradient Olive-Sample Well Field (Well Field), one of eight well fields that provide drinking water to the city of South Bend (City). Soil contamination is comprised of VOCs, aromatic petroleum hydrocarbons and chlorinated aliphatic hydrocarbons. Groundwater contamination both off-site and on-site is comprised of VOCs including but not limited to PCE and TCE and aromatic petroleum hydrocarbons.

Between 1981-1983, Ashland removed and replaced two tank farms and excavated impacted soils. Ashland also paid the City $800,000 and entered into a release and indemnification agreement regarding the contamination at the Well Field. Subsequent investigations during 2004-2005 indicated that the edge of the VOC plume was east of, and did not intersect, the Well Field. In September 2005, USEPA issued its determination that migration of contamination groundwater was under control.

Remediation activities are being conducted under the site’s RCRA Part B Permit, which has been in place since December 1992. Following USEPA approval of the RCRA Facility Investigation, an air sparge and soil vapor extraction system was installed at the site in July 2000 and has been upgraded several times. Ashland is required to conduct semi-annual groundwater monitoring for VOCs. Ashland submitted the Corrective Measures Study and Corrective Measures Implementation Plan to the USEPA in 2009 which recommended expanding the current treatment system on-site with MNA for the off-site plume. Neither further investigation nor operation of an off-site remedy is expected.

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9. Xxxxxx Xxxx, XX (0000 Speaker Road)

The facility at 0000 Xxxxxxx Xxxx xx Xxxxxx Xxxx, XX is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the United States Environmental Protection Agency (USEPA) and the Kansas Department of Health and Environment (KDHE). In connection with RCRA Facility Investigations (RFI) conducted at the site from 1989-1992, eight solid waste management units and three areas of concern were identified. With the exception of tetrachloroethene, concentrations of constituents in soils (including ethylbenzene, toluene, xylenes, benzene and chlorinated solvents) did not exceed USEPA Region III risk-based concentrations or soil screening levels. For groundwater, only benzene, ethylbenzene, toluene and chlorinated solvents exceeded regulatory limits and risk-based concentrations. Light non-aqueous phase liquid (LNAPL) was also detected in the tank farm area. No further investigations were required.

Pursuant to a Corrective Measures Study (CMS) and Corrective Measures Implementation (CMI) approved by KDHE in June 2004, Ashland operated an air sparging and soil vapor extraction system at the site from January 2005 to January 2006. Groundwater monitoring was discontinued in December 2007 after two years of data showed concentrations of volatile organic compounds below applicable regulatory limits.

Corrective action at the facility to remediate this contamination has been completed. In February 2009, Ashland received a letter from USEPA confirming that the site achieved a “Corrective Action Complete without Controls” determination. Approval of the Corrective Action Completion Report was received from the USEPA in November 2009. Ashland has received a “Corrective Action Complete” letter dated November 10, 2009 without restrictions for the site.

10. Xxxxxxx, XX (0000 Xxxxxx Street)

The facility at 0000 Xxxxxx Xxxxxx in Lansing, MI is subject to remedial action under the supervision of the Michigan Department of Environmental Quality (MDEQ) pursuant to Part 201 of the state Natural Resources and Environmental Protection Act. In 1985, routine sampling conducted in connection with construction and start-up of operations at the site revealed chlorinated solvents in a monitoring well located between the tank farm and the truck rack. A groundwater recovery and treatment system was installed in 1985 and later retrofitted in response to several subsequent releases of mineral spirits, diesel and solvents in the late 1980s. In 1994, in response to MDEQ’s concerns about contamination in the perched water bearing zone, Ashland prepared a site-wide Industrial Land-Use Remedial Action Plan (RAP), which was revised and resubmitted to the agency in May 1998. At the state’s request, Ashland also submitted a Notice of Contaminant Migration to MDEQ in June 1999, but presented data supporting Ashland’s conclusion that contaminated groundwater is confined to site boundaries. Since 1999, Ashland has been remediating light non-aqueous phase liquids LNAPL and conducting quarterly gauging of xxxxx without formal response from MDEQ on the RAP. Water quality measurements collected in July 2007 indicate the presence of chlorinated VOCs in the perched water zone and the lower water-bearing zone at concentrations similar to those measured in 1998. Investigations indicate VOCs contamination in the soil.

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Ashland submitted a Site Investigation Work Plan to MDEQ in February 2008 (revised in September 2009), outlining plans to characterize soil conditions in two potential source areas; install three xxxxx and evaluate the groundwater flow direction to determine if impacted groundwater is migrating offsite; and demonstrate that characterization of the nature and extent of site-related groundwater contamination in the regional glacial aquifer is complete. Ashland sent proposed changes to the Work Plan to MDEQ in September 2009. MDEQ has approved a phased approach to investigation activities. Groundwater investigation activities are set to begin in October/November of 2010. In addition, a drycleaner was identified at 0000 Xxxxxx Xxxxxx north and east of the facility as a potential source of VOCs in groundwater. Further study will be required.

11. Xx. Xxxxx, XX (0000-0000, 0000 Xxxx Xxxxxx and adjacent locations)

The facility whose main address is 0000 Xxxx Xxxxxx xx Xx. Xxxxx, XX is subject to RCRA Corrective Action under the direction of the Missouri Department of Natural Resources (MDNR). A RCRA Facility Assessment - Preliminary Assessment, as updated in March 1994, originally identified seven solid waste management units (SWMUs) and 16 areas of concern (AOCs), later amended to two SWMUs and three AOCs. Volatile organic compounds are present at the site in soils and groundwater as the result of three releases of solvents during 1989-1990 in the tank farm area and from underground piping. Following additional investigations in July 1996, the MDNR identified one SWMU and three AOCs with potential soil impacts for investigation. Free product was also detected in several of the xxxxx. A letter of agreement (LOA) with MDNR was finalized in January 2002 and a work plan, requiring a phased investigation of SMWUs and a site-wide investigation of groundwater, was approved later that year.

A Phase II investigation was completed in early 2004. Based on the results of that investigation, soils impacts appeared to be minor in all identified areas; all constituents were below screening levels except for xylenes, which slightly exceeded the regulatory thresholds. A human health risk assessment at the site indicated all soils were within acceptable ranges. Free product was demonstrated to have declined to an unmeasurable sheen. As a result, the Corrective Measures Study (CMS) Work Plan approved by MDNR in November 2007 recommends no further action for site soils and monitored natural attenuation of groundwater. The MDNR approved the CMS with the recommended monitored natural attenuation remedy in October 2010. Implementation of institutional controls and initiation of the required monitoring is expected to take place during FY 2011.

12. Charlotte, NC (0000 Xxxxxxxx Xxxxx)

The facility at 0000 Xxxxxxxx Xxxxx xx Xxxxxxxxx, XX is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the terms of a Part B permit issued in October 2008. A Phase II RCRA Facility Investigation was approved by the North Carolina Department of Environment and Natural Resources (NCDENR) in September 2007. In 2009, Ashland submitted a Corrective Measures Study (CMS) to NCDENR recommending supplemental investigations and pilot testing to define the remedial approach for groundwater. NCDENR has not yet responded to the submission, but Ashland is currently moving forward with the recommended program. Ashland will also be evaluating potential vapor intrusion in a nearby residential area and impacts to surface water on Xxxxxxx Creek; sampling to date does not indicate any other exposure pathways of concern.

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Multiple phases of soil and groundwater assessments have identified volatile organic compounds, vinyl chloride, chlorinated ethanes, chlorinated benzenes and petroleum hydrocarbons in groundwater. In addition, sampling has indicated groundwater impacts from lead and chromium. Impacted groundwater has migrated off-site under private residences to the east and north and to surface water in the Xxxxxxx Creek Tributary. Free product has been detected at the property boundary. Soils impacted with acetone, phthalates, volatile organic compounds including toluene, petroleum hydrocarbons and vinyl chloride, and SVOCs were detected in on-site soils and in off-site drainage ditches. Multiple on- and off-site potential source areas have been identified, including: former product storage tank areas and associated storm water drainage areas, the Dowell ditch area, and the adjacent Xxxxx (upgradient), Xxxxxx Salt (upgradient) and Xxxxxxx (side gradient) properties. Cleanup standards for groundwater are the state 2L standards; risk-based closure values for soils are expected to be completed in 2010.

The 2010 work plan includes: definition of the efficiency and rates of biodegradation in groundwater immediately prior to discharge to the stream; characterization of natural attenuation rates with the Ashland source area, dilute plume and in groundwater impacts migrating onto the site from up-gradient properties; assessment of natural biodegradation rates and enhancement techniques; finalization of the human health risk assessment for adjacent residential properties and pilot testing of the preferred remedial technologies.

13. Carteret, NJ (350 Roosevelt Avenue)

The facility at 000 Xxxxxxxxx Xxxxxx xx Xxxxxxxx, XX is subject to a 2002 Administrative Consent Order (ACO) issued by the New Jersey Department of Environmental Protection (NJDEP) under the New Jersey Industrial Site Recovery Act in connection with Ashland’s purchase of the facility in 1992. Prior investigations have identified VOC contamination of both soil and groundwater. Soil contamination has been fully delineated with the exception of the northwest corner of the site; Ashland is currently awaiting NJDEP approval of a Supplemental Remedial Investigation Workplan (SRIW) in order to complete that work. The SRIW also includes a plan to complete groundwater contamination delineation in the shallow and deep zones. Once soil and groundwater delineation is complete, Ashland will prepare a Remedial Action Workplan (RAW).

Corrective action measures currently in place include operation of a groundwater recovery and soil vapor extraction system.

14. Binghamton, NY (Xxxxxx and Broad Streets (3 Broad Street))

The facility located at 0 Xxxxx Xxxxxx xx Xxxxxxxxxx, XX is subject to Resource Conservation and Recovery Act (RCRA) corrective action requirements under the supervision of the New York State Department of Environmental Conservation (NYSDEC). A RCRA Facility Investigation (RFI) conducted at the site in 1996-1997 identified volatile organic compounds (VOCs) in groundwater. Soils at the site were determined to contain only trace concentrations of VOCs and, in January 1997, NYSDEC informed Ashland that no further soil investigation was required.

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Additional groundwater sampling was required in 1998-1999 to delineate the VOC plume on-site and down-gradient of the facility. Ashland detected VOCs in the groundwater under the adjacent railroad property, but also confirmed the hydraulic isolation of the deeper water-bearing zone used as a public water supply by the City of Binghamton. Pursuant to the terms of the facility’s RCRA permit, Ashland is currently required to conduct semi-annual groundwater monitoring, continued monitoring of soil vapor and vapor intrusion, operation of vapor intrusion mitigation systems in nearby residential homes and a sub-slab depressurization system in the basement of the Ashland facility. NYSDEC recently approved the RFI Report and RFI Summary Report. Ashland does not anticipate that further corrective action will be necessary and plans to prepare a Corrective Measures Study (CMS) recommending monitored natural attenuation for the site. Every 6 months a Semi-Annual Progress and GWM Report is submitted to DEC.

15. Xxxxxxxx, XX (0000 Xxxxxx Road)

The facility located at 0000 Xxxxxx Xxxx in Columbus, Ohio has been since 1993 conducting post-closure care under RCRA under the supervision of the Ohio Environmental Protection Agency (Ohio EPA). Closure of a former underground hazardous waste storage tank and installation of the groundwater remedial system were completed in May 1994. Long-term groundwater monitoring and recovery are expected in order to meet post-closure performance standards for (VOCs) and Diesel Range Total Petroleum Hydrocarbons (TPH-DRO). Semi-annual monitoring is required.

16. Moraine, OH (0000 Xxxxxxxxxx Xxxx)

The facility at 0000 Xxxxxxxxxx Xxxx xx Xxxxxx, XX is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action, currently under the supervision of the Ohio Environmental Protection Agency (Ohio EPA), as the result of discolored soils observed during removal of underground and aboveground storage tanks in 1991. Subsequent investigations, including a soil gas survey, confirmed the presence of volatile organic compounds and petroleum hydrocarbons on-site and off-site in subsurface soil and groundwater. Light non-aqueous phase liquid (LNAPL) was also observed floating on the water table beneath the site.

Although the USEPA did not respond to a RCRA Facility Investigation Work Plan submitted by Ashland in August 1996, voluntary Interim Remedial Measures were implemented between 1996 and 2002. When the Hazardous and Solid WasteAmendment (HSWA) Permit for corrective actions became effective in December 2002, jurisdiction was transferred to Ohio EPA. Ashland submitted modified versions of the work plan in 2003 and 2005, and Ohio EPA approved Ashland’s RCRA Facility Investigation (RFI) Report in July 2009. Ashland subsequently submitted a Corrective Measures Study (CMS) Work Plan, including enhancement of the existing air sparge and soil vapor extraction system to control on-site sources and prevent off-site migration, to Ohio EPA which plan was approved in September 2010.

17. Knoxville, TN (National Drive & Xxxxxx Road)

The facility on National Drive in Knoxville, TN is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the U.S. Environmental Protection Agency (USEPA) (previously) and the Tennessee Department of Environment and

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Conservation (TDEC) (currently). Between 1988 and 1991, EPA and TDEC conducted a RCRA Facility Assessment (RFA) following a preliminary review of USEPA files and identified four areas of concern (AOCs) for further investigation. Confirmatory sampling followed by interim remedial measures, including a groundwater containment system, were undertaken by Ashland 1993-2000 to address volatile organic compounds (VOCs) in groundwater, surface water and in a water supply well. The Final Hazardous Waste Corrective Action Permit was issued in September 2010.

Ashland completed a RCRA RFI and Corrective Measures Study which were approved by the TDEC in 2000. To address VOCs in the soil and groundwater beneath the facility, as well as in groundwater down-gradient of the facility, corrective action measures currently being implemented pursuant to the CMS include operation of an extraction well and groundwater containment system onsite and an air sparge system inside a culvert that collects groundwater offsite as it daylights prior to discharging (S-2) into the River. Ashland is also currently conducting semi-annual groundwater monitoring and semi-annual sampling of water quality near the S-2 discharge.

18. Xxxxxxx, XX (0000 Channel Avenue)

The facility located at 0000 Xxxxxxx Xxxxxx in Memphis, TN is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the Tennessee Department of Environment and Conservation (TDEC). A RCRA Facility Investigation report, approved by the TDEC in December 2001, identified chlorinated and nonchlorinated volatile organic compounds (VOCs) in soils and in the shallow “perched” aquifer on- and off-site of the facility. At present, VOC concentrations in the groundwater are mostly below applicable standards. Surface Water samples in the Mississippi River Harbor Channel have historically been below state Surface water Quality Limits and, as of 2008 and 2009, show non-detect levels.

With TDEC approval, active remediation efforts were discontinued in June 2005. In March 2008, TDEC issued a final permit for the site incorporating the remedy (monitored natural attenuation) approved in the Corrective Measures Study and defining the standards for groundwater and surface water monitoring as well as institutional controls for the site.

19. Garland, TX (0000 Xxxx Xxxxx (plant) + Santa Xx Xxxxxx Road (Xxxx Street))

The facility located at 0000 Xxxx Xxxxx and Santa Xx Xxxxxx Road in Garland, TX is subject to Resource Conservation and Recovery Act (RCRA) Corrective Action under the supervision of the Texas Commission of Environmental Quality (TCEQ) in connection with several operational spills of methanol, xylene and blended product as well as leaks from underground pipelines prior to 1992. In May 1992, free phase product (xylene) was detected in a creek. Ashland used floating containment booms, an underflow dam and a vacuum truck to capture the free phase product on the water surface. Free phase product was also discovered to have impacted perched groundwater. A combined RCRA Facility Investigation (RFI)/Corrective Measures Study (CMS) was approved by the TCEQ in 2006, consisting of a dual perched water recovery and soil vapor excavation system (TCEQ approved shutdown of the system in 2008), engineering and institutional controls, and completion of an ecological/human health risk assessment. Ashland

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has currently met all requirements under the CMS. A revised Response Action Completion Report was submitted to TCEQ and was approved in October 2010. Remaining tasks are: submission of the final Response Action Completion Report (RACR), plugging and abandonment of site xxxxx and system decommissioning.

20. Menasha, WI (000-000 Xxxxx Xxxxxx; 000 Xxxxxxx Xxxxxx; 000 Xxxxx Xxxxxx; Xxxxxxx Street (vacated alley)

The facility located at 000-000 Xxxxx Xxxxxx; 000 Xxxxxxx Xxxxxx; 000 Xxxxx Xxxxxx; and Xxxxxxx Street (vacated alley) in Menasha, WI is subject to Resource Conservation and Recovery Act (RCRA) Closure under the supervision of the Wisconsin Department of Natural Resources (WDNR). From November 1990 to May 1991, several storage facilities were closed (including a hazardous waste container storage pad, product spill recovery tank, and underground product storage tanks and fuel storage tanks) in accordance with an approved closure plan. Sampling conducted in connection with the closure indicated impacts from chlorinated volatile organic compounds and metals to soil and groundwater at the site. In 1997, the WDNR approved a remedial plan for the site consisting of engineering controls (surface pavement cap at the former tank basin), semi-annual groundwater sampling and monitored natural attenuation.

21. Nashville, TN (0000 Xxxxxxx Xxxxxx)

The facility at 0000 Xxxxxxx Xxxxxx in Nashville, TN is enrolled in the Tennessee Department of Environment and Conservation’s (TDEC) Division of Solid Waste Management, State Remediation Group voluntary cleanup program. The suspected release to the environment is from former USTs. Volatile organic compounds (VOCs), have been detected in on-site soils and groundwater. Active groundwater remediation was initiated in 1988 using a recovery trench to capture groundwater to be treated prior to discharge. The groundwater system was shut down in 1996. In 1996 an air sparge and soil vapor extraction system was installed in the former UST area. In 2000 the system was shut down based on analytical data. To complete the remediation of groundwater, in-situ treatment was initiated in October 2008 via chemical oxidation and reductive dechlorination. In addition approximately 80 tons of impacted soil was excavated and removed from the site. Based on historical data, recent remediation activities and a site-wide risk evaluation, the site is eligible for closure. TDEC has agreed that the only remaining task Ashland needs to complete is to record a deed restriction on the property which would require that the property remain industrial/commercial and any intrusive activities would require notification to TDEC and evaluation of potential vapor intrusion. Ashland has submitted a draft deed restriction which is currently under review by TDEC.

22. Columbia, SC (729 Xxxxxx Drive)

A spill of unknown chemicals occurred in 1987, which impacted groundwater. As of September 4, 1997, the remediation of the site is described as a “low corrective action” priority.

23. Mississauga, ON (905 Xxxxxxx Xxxxxxxxx Blvd).

Subsurface and groundwater contamination from TPH and NAPL (oil and grease) attributable to former packing operations has been identified at the property; however, the plume is reported to have dissipated. There have also been two spills attributable to cracked valves, one on April 25, 2009 involving 2,400 liters of n-propyl acetate, and another on July 20, 2005 involving 4,500 L of Hisol-10. No material from these two incidents reportedly escaped from the containment berms.

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24. Xxxxx, XX (0000 West Hanna).

The property at 0000 Xxxx Xxxxx Xxxxxx xx Xxxxx, XX was purchased by Ashland in 2001. Previous owners appear to have used this parcel as an unpermitted landfill dating back to at least 1965. Construction and demolition debris, both metallic and non¬metallic, has been buried in various areas across the property. Geophysical surveys also indicate an area containing a black, tarry substance in the vicinity of boring MW-7/SB-2 but environmental studies have concluded that this substance does not present an on¬going source of contamination to groundwater.

The groundwater underneath the property has been impacted by volatile and semi-volatile organic compounds. The majority of the contamination is believed to have originated from the adjacent Ashland facility located at 5125 West Hanna (see description above), however other contaminated properties and sources of contamination are known in the vicinity. Ashland is currently preparing a Corrective Measures Study (CMS) covering contamination at the 5025 and 5125 West Hanna sites, and a groundwater monitoring program has been implemented to assess the vertical and horizontal extent of the groundwater contamination on and off-site. Routine groundwater monitoring is conducted on a semi-annual basis and these data are being used to update the groundwater flow model previously developed to assist in evaluating the remedial options presented in the CMS. Based on previous investigation and modeling results, Ashland expects to recommend monitored natural attention and institutional controls to achieve risk-based closure for the site.

B. Off-Site Locations

1. Xxxxxxx Farm Site, Piggy Hill Lane, Coventry, RI

The facility, a former pig farm, was used for the disposal of hazardous waste and liquid chemicals until a 1977 explosion initiated waste removal and excavation of on-site disposal trenches. Some wastes from the SCP site in Carlstadt, NJ (described below) allegedly were disposed of at the site. On-site groundwater and soil were contaminated with volatile and semi-volatile organic compounds. The site was listed on the National Priority List (“NPL”) in 1983. Soil removal actions were completed in 2003, and the groundwater extraction and treatment system at the site currently is in a long term operation and maintenance (“O&M”) phase.

2. Xxxxxx Xxxxx, 0000 Xxxxx Xxxxxxxx, Xxxxxx, XX

Ashland is a potentially responsible party (“PRP”) at the Xxxxxx Xxxxx Superfund site, which was operated as a drum recycling facility from the 1960’s to 1998. Volatile organic compounds (“VOCs”) and inorganic constituents (including arsenic, cadmium, mercury, selenium, barium, chromium and lead) were identified in site sewer basements and drums. The site was added to the NPL in 1999. The U.S. Environmental Protection Agency (“U.S. EPA”) issued a Record of Decision (“ROD”) and completed the Remedial Investigation Feasibility Study (“RI/FS”) in 2005. On November 8, 2007, a Consent Decree was executed under CERCLA that settles claims by the federal government and State of New Jersey to perform the soil remedy and to recoup past

17

costs, as well as state natural resource damage claims. The selected remedy for soil involves the treatment, disposal and/or capping of contaminated soil. Potential future groundwater treatment will be dependant upon the success of the soil remedy. Ashland has been allocated a 12.12% share of the costs.

3. Xxxxxxxx Enterprises (Xxxx Cleaners), 6569 - 0000 Xxxx Xxxx, Xxxxxxxxx, XX 00000 (MBD)

Ashland is a responsible party at the Xxxx Shopping Center, which has included dry cleaning operations, due to alleged past spills of tetrachloroethene (“PCE”) by Ashland delivery drivers. The property was listed on the Hazardous Site Inventory (“HIS”) in August 2005 and is being redeveloped under Georgia’s xxxxx field program. Site investigation has included the installation of numerous monitoring xxxxx. An in-situ chemical oxidation reactive zone barrier pilot test was conducted in August 2009, along with the drilling and installation of 12 potassium permanganate slurry-filled fractures at two injection locations, which currently is being monitored and evaluated. Significant concentrations decreases have not yet been observed. Additional monitoring will continue on a monthly basis until summer 2011. Ashland does not believe it is responsible for a separate VOC plume extending offsite. In particular, the plume extending near the sanitary sewer line located south of the shopping center is likely a result of dry cleaning operations and compromises in the sewer line. The plume is made up of PCE and is separated from the on-site plume, as confirmed by an area between the plumes where contamination has not been detected. Based on the quantity of Ashland’s release, a 5-gallon alleged surficial spill of PCE, and the immediate clean-up efforts undertaken by the driver, it is unlikely that Ashland is the source of the material in the sanitary sewer. Material in the sewer is believed to be from other sources, including the drycleaning operations for which Ashland is not responsible. An in-situ thermal soil and groundwater remedy near the former dry cleaner is planned to be installed in winter/spring of 2011. The effort will be a joint venture between the property owner, Xxxx Holdings, LLC, and Ashland.

4. Passaic River (Diamond Alkali), 80 and 000 Xxxxxx Xxxxxx, Xxxxxx, XX

Ashland is a member of the Cooperating Parties Group (“CPG”) for the Diamond Alkali Superfund Site in Newark, New Jersey, a former pesticides manufacturing plant that was operated from 1951 to 1969 and was listed on the NPL in 1984. The CPG and Ashland in May 2007 entered into an Administrative Order on Consent with the U.S. EPA (signed by approximately 80 other PRPs) to fund the RI/FS for a 17-mile stretch of the Lower Passaic River, which is slated for completion in late 2013. Currently, Ashland is a responsible party for only the Lower Passaic River Study Area OU. The investigation is ongoing. Ashland has been allocated a 2.2% share of the RI/FS costs. While the U.S. EPA has public noticed a Focused Feasibility Study, Ashland and the CPG have not committed to any future remedial actions.

5. American Chemical Services, 420 S. Colfax, Griffith, IN (Fed)

The ACS facility conducted solvent recovery and chemical manufacturing operations starting in approximately 1955. The U.S. EPA placed the site on the NPL in 1989 and completed the RI/FS in 1992. A plume of VOCs has been detected beneath the site. Remediation is well along at this site, including operation of the soil vapor extraction and groundwater treatment systems are ongoing, and a final soil cover has been installed and is being maintained over the off site containment area. Ashland’s current allocation is 5.862%.

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6. Solvent Recovery Services, Southington, CT (SGR)

Ashland is a PRP at the SRS site with a 1.2% allocation share. The RD/RA Consent Decree was entered in March 2009. The remedial Design Work Plan is currently under review by the agency. The proposed remedy includes in-situ thermal treatment, capping, some additional investigation work for vapor intrusion and long-term groundwater pump and treat and monitoring. The project is funded by a trust with a line of credit from Ashland that isn’t expected to be drawn upon for more than 10 years.

7. Coopers Drum, 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxx, XX

Ashland is a PRP at the Coopers Drum site, which was operated as a steel drum reconditioning facility from approximately 1941 to 1992. The site was designated a Superfund site in June 2001, and a ROD was issued in September 2002. The selected remedy involves dual phase extraction and treatment with liquid-phase activated carbon to treat volatile organic compounds in soil and perched groundwater. Pump and Treat will be used to remove mass and contained impacted groundwater. The U.S. EPA completed the Soil and Groundwater Remedial Design Reports in September 2007, and the site currently is in transition from a fund site to a PRP enforcement lead site. The PRP group is currently working to develop an allocation scheme and negotiating the final remedy with the U.S. EPA. To date, the U.S. EPA has dropped from the remedy in-situ chemical injection and a reactive barrier wall.

8. Chemical Recovery Systems, 000 Xxxxxx Xx, Xxxxxx, XX (SGR)

Ashland is a PRP at the Chemical Recovery Systems Superfund Site in Elyria, OH. The ROD was finalized in October 2007, requiring excavation and off-site disposal of contaminated soil and monitored natural attenuation of groundwater. Ashland has been allocated an 8.01% share of site remedy costs pursuant to the Final Consent Decree and Participation Agreement Package executed in September 2010.

9. Seaboard Chemical, 0000 Xxxxxxxxx Xxxxx, Xxxx Xxxxx (Xxxxxxxxx), XX

The site is composed of two properties: the Seaboard Chemical Corporation (“SCC”) Facility and an adjacent municipal solid waste landfill. SCC operated solvent recovery and fuel-blending facility from approximately to 1974 to 1989 and was granted Interim Status as a treatment, storage and disposal facility under RCRA in 1982. Removal activities were completed in 1992. The facility was designated a Superfund site in 1997, but was not placed on the NPL. Capping of the landfill has been completed with at least two feet of native soil and vegetative cover.

In September 2005, DENR conditionally approved the responsible parties’ “Remedy Recommendation Document”, which involves groundwater treatment and containment and engineering and institutional controls. Remedial activities have progressed in three phases. The first phase, involved conducting an RI/FS and baseline risk assessment and was completed in April 2005. The second phase, involved the installation of piping and other equipment to be used in the groundwater extraction pilot study and was completed in November 2005. In December 2008,

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the “work parties” executed a Remedial Action Settlement Agreement and, in January 2009, commenced construction of Phase 3 of the remedial activities, which involved installation of treatment systems. O&M is currently being conducting on-site. Ashland’s allocation is 1.39% of the remedial cost.

10. Scientific Chemical Processing (SCP), 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX

Ashland is a PRP at the Scientific Chemical Processing (“SCP”) site in Carlstadt, NJ, a former waste processing facility that shut down in 1980 and listed on the NPL in 1983. An interim remedy, including a cap, dewatering system, and a slurry wall, was completed in 1992. The U.S. EPA selected a final remedy for the on-site soils and groundwater in August 2002. Implementation of the final remedy is expected to be completed in 2011. In addition, the U.S. EPA is currently reviewing investigation results relating to off-site groundwater, and a final remedy for off-site groundwater is expected in 2011. Ashland has historically used an interim allocation of 1.8552% based on historical waste-in calculations. Work to date has been funded by an insurance cash-out which is near exhaustion. Future costs will be allocated based on share percentages to be negotiated in 2011.

11. French Limited (Fed), San Jacinto River Crossing, Crosby, TX

The site is a former industrial waste storage and disposal facility located at the San Jacinto River Crossing in Crosby, TX, where tank bottoms, pickling acids and off-specification product from refineries and petrochemical plants were disposed, processed and burned. Ashland was designated a PRP in 1983, and the ROD was issued in March 1988. The remedy selected involved biological treatment of sludges and contaminated soils. In situ remediation and pump and treat systems were operated from approximately 1992 to 1995. Monitored natural attenuation of groundwater began in 1996. Current activities include a groundwater screening technology evaluation, to be followed by a Supplemental FS for a groundwater ROD amendment to address residual on-site contamination. Ashland’s share of costs is 8.85%.

12. Tri-Cities Barrel, Old Route 7, Fenton, NY (SGR)

Ashland is a PRP at Tri-Cities Barrel site in Fenton, NY, which was operated as a drum reconditioning facility from approximately 1955 to 1992. The PRPs entered an Administrative Order on Consent with the U.S. EPA for a removal action in 1996. A ROD was finalized in March 2000. The remedy involved excavation and off-site treatment/disposal of contaminated soils and extraction and treatment of groundwater. Presently, xxx xxxx xx xxxxxxx xxxxxxx xxxx (XX-00 xxxx). Recent pilot testing of remedial technologies suggest the area does not warrant further action. The U.S. EPA has required additional data collection in soils and groundwater to confirm this finding, however. Site activities include routine groundwater sampling and reporting.

13. Xxxxxxxxx Landfill (Fed), Xxxxx 00 xxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, XX

Ashland is a PRP at the Xxxxxxxxx Landfill site in Xxxxxxxx County, Ohio, which was used as a waste disposal facility from approximately 1969 to 1980. The ROD for the site was issued in 1989. Construction of the site remedy was completed in August 1993 pursuant to a consent order with the U.S. EPA. The PRP group is currently operating and maintaining a pump and treat system and conducting semi-annual groundwater monitoring and reporting. No additional remedial work is planned at this time.

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14. Kin Buc, Meadow Road, Edison, NJ (Fed)

The Kin Buc site operated as a municipal and industrial waste landfill from approximately 1940 to 1976 and accepted hazardous wastes for a period of time in the 1970s. It was listed on the NPL in 1983. In 1984, the U.S. EPA issued a notice letter and request for information to Ashland and other responsible parties. The RODs for XX0 0(xxxxxxxx) and OU2 (wetlands and waterways) were finalized in 1988 and 1992, respectively. Ashland and other responsible parties paid approximately $5 million to resolve their liability with the U.S. EPA, pursuant to a 1988 consent decree. In 1990, however, certain other owner/operators commenced litigation against Ashland and other generators. The resulting settlement agreement requires the settling defendants to pay approximately 32% of future remedial and oversight costs, of which Ashland has a 1.41% share. Remedial activities for OU1, are currently in an O&M phase, and is ongoing in OU2. In 2009, the third five-year review indicated elevated levels of PCBs in Edmunds Creek. In response, U.S. EPA and The New Jersey Department of Environmental Protection have initiated additional investigations into potential sources.

15. Xxxxxxx Barrel (Beavercreek, Ohio), Intersection of Grange Hall and East Xxxxxxxxx Roads, Beaver Creek, OH (SGR)

Ashland is a PRP at the Xxxxxxx Barrel site in Beavercreek, OH, a former solvent processing facility that operated from 1953 until it was destroyed in a fire in October 1969. Investigation at the facility began in the mid 1980s. VOCs, lead and PCBs have been detected in site soil, and VOCs have also been detected in onsite and off-site groundwater. In 2003, the site was listed on the NPL and the RI/FS work plan was approved by the U.S. EPA. Ashland has been allocated a share of 1.92%. The U.S. EPA Region V approved the Remedial Investigation Report in 2009 and is currently reviewing a feasibility study for the on-site soils and groundwater that recommends a combination of engineering and institutional controls. Off-site groundwater requires additional investigation to support the recommended monitored natural attenuation remedy. The selection of a remedy for on-site soils is expected in early 2011.

16. Carpentersville Waste Site, Carpentersville, Illinois (SGR)

Ashland is a PRP at the Carpentersville Waste Site in Carpentersville, IL, a former waste disposal area adjacent to an operating paint resins facility. In 1995, the PRPs signed a Consent Order with the Illinois EPA’s State Sites Unit to remediate the site using SVE. Ashland has been allocated a share of 25%. The agency is currently reviewing a proposal from the PRPs to update the clean-up standards established in the Consent Order to more recent risk-based standards. If the proposal is approved, all but two areas currently under remediation will be closed. The two remaining areas will continue to be addressed using the AS/SVE system.

17. LWD, Inc. Superfund Site, 0000 Xxxxxxxxxx Xxx., Xxxxxxx Xxxx, XX

Ashland is a PRP at the LWD, Inc. Superfund Site in Xxxxxxx City, KY. Site-wide soil impacts and buried materials are proposed to be managed in place via engineering controls existing monitoring well network. Two areas of perched ground water impacts exist, one of which is

21

purposed to be backfilled and the other is continuing to be investigated to determine what, if any, additional remedial actions are necessary. Arsenic and VOCs in groundwater above regulatory standards have been detected since the early 1990s. Since that time, VOC concentrations have declined while arsenic concentrations have increased at a down gradient, perimeter well location. Monitored natural attenuation has been proposed as the response. The Technical Committee had a productive meeting with the Kentucky Department of Environmental Protection (“KDEP”) in October 2010. As a result, Ashland believes that KDEP was inclined to accepting the PRP’s recommendation that no further active remediation would be required and to approve monitored natural attenuation was an acceptable option. However, Ashland has not yet received any official feedback from the KDEP.

18. Xxxxxxx Criner, State Highway 122, Criner, OK

Ashland is a PRP at the Xxxxxxx/Criner site in XxXxxxx County, Oklahoma, a former industrial waste disposal site from 1972 to 1980, which was listed on the NPL in 1983. The U.S. District Court for the Western District of Oklahoma issued a Judgment and Order implementing a remedial design plan for on-site soils and groundwater in August 1990. Remedial activities are in the 15th year of the O&M phase. Ashland’s allocation at this site is 1.46%

19. Portland Harbor, between RM 3.5 & 9.2, Portland Harbor, OR

Ashland is a PRP at the Portland Harbor Superfund site in Portland, OR, a segment of the Lower Willamette River. The site was listed on the NPL in December 2000. The Lower Willamette Group (“LWG”) signed an Administrative Order on Consent with U.S. EPA in September 2001 to perform site investigations. In June 2009, U.S. EPA, with joint effort of LWG, issued a map identifying the areas of potential concern within the Lower Willamette River. Ashland is not a member of the LWG. However, Ashland is a member of the Portland Harbor Federal Superfund Site Participation and Common Interest group which is made up of PRPs that are currently in the process of negotiating an allocation agreement to address past and future costs.

The RI/FS was expected to be completed in 2000 but is still being addressed. Risk assessment activities are currently underway and the FS portion of the work is being initiated. There have been no remedial activities involving Ashland initiated to date, although some of the larger PRPs have completed focused remedial efforts on their individual properties. Ashland also is participating in the natural resource damage assessment (“NRDA”) cooperative process with NRD Trustees and other parties. Ashland has agreed to participate in Phase II of the NRDA process. The specific costs associated with this participation have not yet been determined. However, the NRDA group is working to utilize the results of the OCUI allocation efforts for the NRDA allocation purposes as well.

20. Xxxxx Liquid Waste, Tarkiln Road, Smithfield, RI

Ashland is a PRP at the Xxxxx Liquid Waste Site in Smithfield, RI, which was operated as an industrial solid waste disposal site for a five-year period from the 1960s to the early 1970s and used for disposal of hazardous substances between 1976 and 1977. The site was listed on the NPL in 1983. The ROD for the site was issued in 1987. Soil remediation was concluded in April 2001 by a settling group of PRPs. In 1998, a declaratory judgment was issued holding Ashland

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and 4 other PRPs liable impact to groundwater for alleged waste disposals at the Site in 1977. Ashland’s allocation was determined to be 1.03% for future response costs. This allocation equates to 56.59% based on the assigned allocations of the other Groundwater Defendants (this percentage will decrease if Ashland is successful in identifying additional PRPs). The current groundwater remedy involves extraction and treatment of contaminated groundwater. Following a 2010 Focused Feasibility Study, EPA released a Proposed Plan recommending the groundwater remediation approach be changed to in-situ chemical treatment and enhanced biodegradation in June 2010, and the amended ROD reflecting this change was issued September 30, 2010.

21. North Guernsey Street Site, 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, XX (MWM)

The Company is conducting semi-annual groundwater monitoring at the site under the supervision of the Ohio EPA. All the findings from the September 2010 sampling event are below drinking water standards. Pursuant to the cleanup order Ashland will be petitioning Ohio EPA to terminate the order releasing Ashland from further remediation liabilities.

22. Xxxxxx Services, 0000 Xxxxxxxxx Xxxx, Xxxx Xxxx, XX

Ashland is a PRP at the Xxxxxx Services Superfund Site in Rock Hill, SC. The feasibility study is currently being developed, and a final remedy has not been selected. The allocation committee has not yet established allocation percentages for Ashland or other PRPs. There is a draft feasibility study prepared by CDM (the consultant working for SCDHEC) on which the PRP Group provided comments and recommendations last summer. The group met with SCDHEC to discuss the remedy on September 9, 2010. There has been no decision on path forward, and there is no final consent order or allocation as of yet.

23. Xxxx Xxxxxxxx, 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, XX

The site was owned and operated by Xxxx Properties, Inc., which operated a waste transfer business from approximately 1972 to the 1980s. Ashland and other former clients of Xxxx, including Xxxxxx, Xxxxxxx Chemical and Aristech, have entered into an s order with PADEP to resolve their liability and remediate the site pursuant to PA Act 2. The parties currently are investigating and the site and evaluating potential remedies. Along with cleanup, a soil cover is expected to be installed at the site. Ashland has a 9.25% share of costs.

24. Xxxxx’x Creek, Xxxxx’x Creek, Bergen County, NJ

In May 2008, the PRPs for this site signed an Administrative Order on Consent with the U.S. EPA for the Remedial Investigation Feasibility Study for the Xxxxx’x Creek Study Area (“BCSA AOC”), which is ongoing Ashland is not a party to the BCSA AOC. Ashland is, however, a member of the Scientific Chemical Processing Superfund site in Carlstadt, NJ, which is a party to the BCSA AOC. As described above, Ashland has a 1.8552% share at the SCP site although formal allocation negotiations at SCP have yet to begin (work has historically been funded by an insurance cash out which is near exhaustion). The SCP site (located in the BCSA watershed) has an interim allocation of 11.87% in the BCSA.)

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25. Cranston Landfill, 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX (SGR)

The Cranston Sanitary Landfill was operated as a disposal site for a variety of chemical waste and other refuse from 1945 to the late 1980s. Waste from the SCP site in Carlstadt, New Jersey, where Ashland is a PRP, allegedly was transshipped to the landfill and disposed. Ashland and other companies received Letters of Responsibility from the state of Rhode Island in 1998. The State approved the RI/FS in 2008 and final remedy in 2009, which involves capping of the landfill and groundwater monitoring. The PRP group has engaged Cover Technologies Inc. to cap the landfill over the next five years using beneficial use material. The Remedial Action Consent Decree has been submitted to the agency and is expected to be executed and lodged with the U.S. Court of Rhode Island in the winter of 2010.

26. Amenia Landfill, Route 22 S (1.5 miles south of Route 44), Amenia, NY

Ashland is a PRP at the Amenia Landfill, which accepted municipal and industrial waste from approximately 1940 to 1976. The non-municipal PRP group, including Ashland, entered a Consent Order with U.S. EPA in October 2001, and a ROD was finalized in March 2006. The selected remedial action involved excavation of PCB- and heavy metal- contaminated sediments from an adjacent wetland/pond and construction of a low-permeability cap over the landfill surface. Results of recent investigations and design cost estimates are expected in fall/winter 2010. The remedial construction will be put out to bid in March/April of 2011. No remediation work has begun at this time. Ashland has been allocated a 7.56% share of the costs incurred by Amenia that are eligible for reimbursement under the State’s Environmental Quality Bard Act and 8.89% of ineligible costs.

27. Soo-Line/Shoreham Yard, Minneapolis MN (Central Avenue).

Ashland leased approximately 0.45 acres at the Soo Line (now Canadian Pacific Railway) Shoreham Yard Site from March 1973 to September 1982. Documented releases at the facility during Ashland operations include spills of xylene and mineral spirits. In September, 2001 Soo Line filed suit against Ashland; this matter was eventually settled in the fall of 2005 with the parties splitting remedial obligations. As a result of the litigation, numerous site investigations were conducted, detecting VOCs in soil and groundwater and the presence of LNAPL. Canadian Pacific Railway committed to a RAP with the Minnesota Pollution Control Agency in 2004. Ashland is currently operating multiple remediation systems (a soil vapor extraction system for the shallow soils, a groundwater pump and treat system for the shallow groundwater, an enhanced in-situ biodegradation system for the till smear zone and conducts period bailing to remove free product in less than 10 xxxxx). Jointly with the railroad, Ashland received approval of monitored natural attenuation for the deep groundwater plume that extends offsite.

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Exhibit A to Schedule 1.1(d)

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Exhibit A to Schedule 1.1(d)
Claimant		Address		State		Alleged Nexus
Owned or Formerly Owned Facilities
Akron, OH		000 Xxxxxx Xxxx, Xxxxx, XX		OH		Distribution Facility
Atlanta		0000 XX Xxxxxxx, Xxxxxxxxx, XX		GA		Distribution Facility
Xxxxx Xxxxx, XX		00000 S Choctaw Dr, Baton Rouge, LA		LA		Distribution Facility
Binghamton, NY		0 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxx County, NY		NY		Distribution Facility
Birmingham, Alabama		0000 Xxxx Xxxxxx, Xxxxxxxxxx, XX		AL		Distribution Facility
Buffalo		0000 Xxxxx Xxxx, Xxxxxxxxx, XX		NY		Distribution Facility
Catlettsburg		Catlettsburg, KY		KY		Distribution Facility
Chandler, AZ		0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX		AZ		Distribution Facility
Charlotte, NC		0000 Xxxxxxxx Xx., Xxxxxxxxx, XX		NC		Distribution Facility
Chicago (Willow Springs, IL),		0000 X Xxxxxx Xxxxxxx Xx, Xxxxxx Xxxxxxx, XX		IL		Distribution Facility
Cincinnati (Evandale)		Evandale Industrial Park, Evandale, OH		OH		Distribution Facility
Cincinnati		0000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX		OH		Distribution Facility
Clearfield, Utah (Salt Lake City)		Freeport Center Industrial Park, Clearfield, UT		UT		Distribution Facility
Cleveland		Xxxx 00xx Xxxxxx, Xxxxxxxxx, XX		XX		Distribution Facility
Columbia, SC		000 Xxxxxx Xx, Xxxxxxxx Xxxxxx, Xxxxxxxx, XX		SC		Distribution Facility
Columbus		0000 Xxxxxx Xxxx, Xxxxxxxx, XX		OH		Distribution Facility
Dallas and Xxxxxx Construction Company		0000 Xxxx Xx, Xxxxxxx, XX		TX		Distribution Facility & neighboring property owner claim
Dayton		0000 Xxxxxxxxxx Xx X, Xxxxxx, XX		OH		Distribution Facility
Detroit		0000 Xxxxxxx Xxx, Xxxxxxx, XX		MI		Distribution Facility
Fort Xxxxx, IN		Fort Xxxxx, IN		IN		Distribution Facility
Fresno		0000 X Xxxxxxxx Xxxxxx, Xxxxxx, XX		CA		Distribution Facility
Glenrose Avenue		0000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, XX		MI		Distribution Facility
Greensboro, NC Xxxxxxx Estate		0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX		NC		Distribution Facility
Greenville Bi-Lo Mauldin SC		000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX		SC		Distribution Facility
Houston - Old Galveston Road Distribution Facility		0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX		TX		Distribution Facility
Indianapolis		0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxx Xxxxxx, XX		IN		Distribution Facility
Jackson, Mississippi		000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX		MS		Distribution Facility
Jacksonville, FL		0000 X XxXxxx Xxxxxx, Xxxxxxxxxxxx, XX		FL		Distribution Facility
Jacksonville, AR		Jacksonville, AR		AR		Distribution Facility
Kansas		0000 Xxxxxxx Xxxx, Xxxxxx Xxxx, XX		KS		Distribution Facility
Knoxville		0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxxx, XX		TN		Distribution Facility
Louisville		0000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX		KY		Distribution Facility
Memphis, TN Barr& Company		0000 Xxxxxxx Xxx, Xxxxxxx, XX		TN		Distribution Facility
Menasha, WI		000 Xxxxxxx Xxxxxx, Xxxxxxx, XX		WI		Distribution Facility
Mesa, Arizona		Mesa, AZ		AZ		Distribution Facility
Miami, Florida		000 XX 000Xx Xx, Xxxxx, XX		FL		Distribution Facility
Milwaukee, WI		0000 X Xxxxxx Xx, Xxxxxxxxx, XX		WI		Distribution Facility
Mobile & Related Xxxxxxx, et al Litigation		000 Xxxxxxx Xx, Xxxxxx, XX		AL		Distribution Facility
Moline, IL		0000 Xxxx Xxxx Xx, Xxxxxx, XX		IL		Distribution Facility

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Exhibit A to Schedule 1.1(d)
Xxxxxxxx		Xxxxxxx		Xxxxx		Xxxxxxx Xxxxx
Xxxxxxxx Xxxx		00000, rue Notre-Dame Est, Montreal, Est				Distribution Facility - Leased
Newark, NJ		000 Xxxxxxx Xxxxxx, Xxxxxx, XX		XX		Distribution Facility
Orlando, FL & Orlando Central Park		1929 Directors Row, Orlando, FL		FL		Distribution Facility
Philadelphia		000 Xxxxx Xxxxxxxx Xx, Xxxxx, XX		PA		Distribution Facility
Pittsburgh		000 Xxxx Xxxxxx Xxx, Xxxxxxx, XX		PA		Distribution Facility
Raleigh, NC The News and Observer Xxxxx Oil Property		0000 X Xxxxxxxxxx Xx, Xxxxxxx, XX		NC		Distribution Facility& neighboring propertyowner claim
Rensselaer, NY		South Street, Rensselaer, NY		NY		Distribution Facility
Roanoke		2410 Xxxxxxxxx Avenue, Roanoke, VA		VA		Distribution Facility
San Xxxx PR		San Xxxx Puerto Rico				Distribution Facility
Santa Fe Springs, CA		10505 S Painter Ave, Santa Fe Springs, CA		CA		Distribution Facility
Savannah, GA		400 Xxxxxxx Xx, Savannah, GA		GA		Distribution Facility
Seattle, WA		Seattle, WA		WA		Distribution Facility
South Bend, IN		1817 W Indiana Ave, South Bend, IN		IN		Distribution Facility
St Louis		7710 Polk Street, St Louis, MO		MO		Distribution Facility
Tampa & Related Xxxxx Litigation		5125 W Xxxxx Avenue, Tampa, FL		FL		Distribution Facility & neighboring property owner claim (Ashland purchased neighboring property)
Tewksbury, MA		400 Main Street, Tewksbury, MA		MA		Distribution Facility
Tulsa, OK		3535 W 21st Street, Tulsa, OK		OK		Distribution Facility
Xxxxxx Street		2011 Xxxxxx St, Lansing, MI		MI		Distribution Facility
- Carteret, NJ		350 Roosevelt Avenue, Carteret, NJ		NJ		Distribution Facility
- Port Tampa		Port Tampa, FL		FL		Distribution Facility
Charlotte, NC		601 North Xxxxxxx Road, Charlotte, NC		NC		Distribution Facility
Conshohocken, PA		201 Xxxxxxx Xxxx, Conshohocken, PA		PA		Distribution Facility
Dallas		Dallas, TX		TX		Distribution Facility
Houston		Houston, TX		TX		Distribution Facility
Middletown		Middletown, OH		OH		Distribution Facility
Nashville		Nashville, TN		TN		Distribution Facility
Twinsburg		1610 East Highland Rd, Twinsburg, OH		OH		Distribution Facility
Third Party and Superfund Sites with alleged Distribution Connection
American Chemical Services (Ashland) Superfund Site		Griffith, Lake County, Indiana		IN		Shipments to sitefrom Distribution Willow Springs
Barrels Inc. (Ashland) Superfund Site		1332-1404 North Larch Street, Lansing, MI		MI		Lansing Distribution
Bay Drum (Ashland) Superfund Site– Florida		Tampa, FL		FL		Shipments to sitefrom Distribution Tampa, FL
Bellaire Ohio (Ashland) Superfund Site (North Guernsey)		4900 N. Guemsey Street, Belmont County, Bellaire, OH		OH		Formerly owned siteoperated as Distribution Facility
Carpentersville Waste S		Xxxx County, Carpentersville, IL		IL		Chicago Distributionallegedly used facility
Chem Dyne (Ashland) Superfund Site		Hamilton, OH		OH		Cincinnati, Indianapolis & Louisville Distribution
Chemical Recovery Systems (Ashland) Superfund Site		142 Locust Street, Elyria, OH		OH		Ashland Drums from Distribution Akron, Dayton & Freedom(Pittsburgh)
Ferriot, Inc.		Mogadore Road, Akron, OH		OH		Neighbor of former Distribution Plant
Xxxxxxx Criner (Ashland) Superfund Site		Xxxxxx, OK		OK		Oklahoma Distribution
Xxxxxxx Barrel Factory		Beavercreek, Xxxxxx County, OH		OH		Indianapolis, Dayton & Columbus Distribution named as customers of facility

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Exhibit A to Schedule 1.1(d)
Claimant		Address		State		Alleged Nexus
Passaic River/Diamond Alkali		Passaic River, NJ		NJ		Distribution Newark
Xxxxxxx Services (Ashland) Superfund Site		2324 Vernsdale Road, Rock Hill, SC		SC		Shipments from Savannah, Lansing, Raleigh, & Charlotte
Pollution Abatement Services (Ashland) Superfund Site		East Seneca Street, Oswego, NY		NY		Binghamton & Rensselaer Distribution
Xxxxx Steel Drum (Ashland) Superfund Site		612 East 12th Street, Jacksonville, Xxxxx County, FL		FL		Jacksonville Distribution sent drums for reconditioning
Scientific Chemical Process (Ashland) Superfund Site		216 Paterson Plank Road, Carlstadt, NJ		NJ		Wastes from Newark NJ Resins, Fords Resins & Binghamton Distribution
Seaboard Chemical Corp (Ashland) Superfund Site		Riverdale Drive, Jamestown, Guilford County, NC		NC		Raleigh Distribution Facility
Sealand Restoration Sit		Lisbon, St. Xxxxxxxx County, NY		NY		Binghamton, Rensselaer & Syracuse Distribution
Seymour Indiana (Ashland) Superfund Site		Xxxxxxx Field Industrial Park, Seymour, IN		IN		Indianapolis & Cincinnati Distribution
Solvents Recovery Services (Ashland) Superfund Site		Lazy Lane, Southington, CT		CT		Shipments to sitefrom Distribution Binghamton, NY
Soo Line Railroad (Ashland) Superfund Site		2900 Central Avenue NE, Minneapolis, MN		MN		Formerly owned siteoperated as Distribution Facility
Tri Cities Barrell		Fenton, Xxxxxx County, NY		NY		Binghamton Distribution used as drum Reconditioner

28

Schedule 1.1(e)

Scheduled Encumbrances

1. Security Agreement by Ashland Inc., as Borrower, et al., and Bank of America,N.A., as Administrative Agent, dated as of March 31, 2010.

2. UCC Financing Statement No. 2010-2444714-89.01 filed in the Office of theKentucky Secretary of State on April 1, 2010 as amended by UCC Financing Statement No. 2010-2444714-89.02 filed on December 1, 2010; Debtor – Ashland Inc., Secured Party – Bank of America, N.A., as Administrative Agent.

3. UCC Financing Statement No. 20101113095 filed in the Office of the DelawareSecretary of State on March 31, 2010; Debtor – Ashland Licensing and Intellectual Property LLC, Secured Party – Bank of America, N.A., as Administrative Agent.

4. Trademark Security Agreement dated as of March 31, 2010, by Ashland Licensing and Intellectual Property LLC, et al., in favor of Bank of America, N.A., in its capacity as Administrative Agent, filed on April 14, 2010, in the Assignment Division of the United States Patent and Trademark Office on Reel 004185, Frame 0382 and each Supplemental Trademark Security Agreement which have been or may be entered into by Ashland Licensing and Intellectual Property LLC in favor of Bank of America, N.A., in its capacity as Administrative Agent, relating to trademarks which are a part of the Conveyed Assets acquired after March 31, 2010.

5. Amended and Restated Transfer and Administration Agreement by and amongCVG Capital II LLC, Ashland Inc., The Bank of Nova Scotia, et al., dated as of March 31, 2010.

6. UCC Financing Statement No. 2008-2355032-90.01 filed in the Office of theKentucky Secretary of State on November 18, 2008 as amended by UCC Financing Statement Amendment No. 2008-2355032-90.02 filed on April 1, 2010 and UCC Financing Statement Amendment No. 2008-2355032-90.03 filed on April 1, 2010; Debtor – Ashland Inc., Secured Party – The Bank of Nova Scotia, as Agent.

7. UCC Financing Statement No. 2010-2444651-29.01 filed in the Office of theKentucky Secretary of State on April 1, 2010; Debtor-Ashland Inc., Secured Party – The Bank of Nova Scotia, as Agent.

8. UCC Financing Statement No. 00000000000 filed in the Office of the DelawareSecretary of State on March 31, 2010; Debtor – Ashland International Holdings, Inc., Secured Party – Bank of America, N.A., as Administrative Agent.

9. Certain of the Conveyed Real Properties and/or Conveyed Real Property Interests are subject to Encumbrances such as recorded deed restrictions, restrictive covenants or other institutional controls.

29

Schedule 2.4(xi)

Excluded Assets

Intellectual Property Rights

There are no web pages to be assigned.

Excluded Environmental Permits

Please see attached Exhibit A to Schedule 2.4(xi).

30

Exhibit A to Schedule 2.4(xi)

Exhibit A to Schedule 2.4(xi)

Excluded Environmental Permits

Site		Type of Permit		Permit #
Binghamton, NY*		Hazardous Waste Storage (Part B)		0-0000-00000/00011
Birmingham, AL		Consent Order		89-070WP
Carteret, NJ		NJ - ISRA Case		E20100277 - 002748
Carteret, NJ		Air		PCP960001
Carteret, NJ		Water - NPDES		NJG0156523
Carteret, NJ		Water - MCUA		29000
Xxxxxxxxx, XX*		Hazardous Waste Storage (Part B)		NCD061263315-R2
Columbus, OH		RCRA Post Closure		PTI - 01-209
Columbus, OH		Water - POTW Remediation		JGW0452
Dayton, OH*		Hazardous Waste Storage (Part B) - US EPA		05-57-0631
Dayton, OH*		Hazardous Waste Storage (Part B) - Ohio EPA		OHD074700311
Doraville, GA		Water - remediation ww to Dekalb County Sewer System		DK00077
Doraville, GA		Haz Waste - Corrective Action Permit		HW-010(S)
Jackson, MS		Hazardous Waste Storage (Part B)		MSD000829150
Knoxville, TN		Water - POTW		KK0585
Knoxville, TN		Hazardous Waste Corrective Action Permit		TNHW-146
Lansing, MI		State Pollution Control Act		M00652
Memphis, TN		Hazardous Waste Corrective Action Permit		TNHW-135
Menasha, WI		Tank Closure Plan		unknown
Miami, FL		Water - Remediation to POTW		IWP-000164-2010/2011
Miami, FL		Corrective Action Post Closure Permit		0057628-003-HF
Mobile, AL		Water - POTW		Contract effective 11/2/06
Mobile, AL		Corrective Action Administrative Order		89-052-WP
Savannah, GA		Hazardous Waste Corrective Action Permit		HW-013(S)
South Bend, IN*		Hazardous Waste Storage (Part B)		IND016621476
St. Louis (Polk), MO		Corrective Action Letter of Agreement		Effective 1/31/02
Tampa, FL		Hazardous Waste Corrective Action Permit		30058-004-HH
Willow Springs, IL		Consent Order		RCXX-00-0000-0000
Xxxxxx Xxxxxxx, XX**		Water - NPDES		IL0064408

* An application has been made to split this permit, such that Ashland would retain the Corrective Action portion of the permit and the rest of the permit would transfer to Nexeo. This application is currently pending.

** This permit currently covers discharges from both the plant and the remediation project. Ashland has applied to the agency to issue (a) a new permit to Ashland for the remediation project and (b) a determination that Nexeo does not need a permit for the plant. To date, the agency has not responded. If the agency denies Ashland’s request, the parties may need to apply to split the combined permit into two separate permits, to be issued, respectively, to Nexeo for the plant discharge and to Ashland for the remediation project discharge.

31

Schedule 2.8(a)

Closing Account Principles

The Closing Account shall be unaudited and prepared in accordance with GAAP as applied, on a consistent basis, by Ashland, except for the valuation of Inventory which will be valued at current weighted average and the refinement for the lower of cost of market test; and Accrued Vacation as set forth below. The Closing Account will follow Ashland’s year end methodologies and policies.

The Closing Account Principles apply to the calculation of

• Net Working Capital which is defined in Section 1.1 as (a) the sum of the Inventory, Accounts Receivable (other than Allocated Accounts Receivable), and Prepaid Expenses, less (b) the Accounts Payable (other than Allocated Accounts Payable) and Accrued Vacation. The June 30, 2010 pro forma working capital calculation included herein (the “Pro Forma Working Capital Calculation”) has been prepared in accordance with the Closing Account Principles except for the Accrued Vacation. The closing Net Working Capital will be prepared consistent with the Pro Forma Working Capital Calculation except for the Accrued Vacation which will be calculated as set forth below.

Net Working Capital Accounting Principles, Methodologies and Policies

Inventory: Inventory is valued at current weighted average cost. The inventory valuation adjustment for LIFO and inter-company profit in inventory is eliminated for the valuation of Net Working Capital. The reserve for slow moving inventory is calculated at 50% of the inventory value that exceeds 360 days by SKU and batch number based on SAP system data. The test to determine if a reserve for lower of cost or market is needed is based on the AD Line of Business Pounds and Gross Margin statement. The test for lower of cost or market is on the total for each of the following lines of business: (1) NA Composites, (2) NA Plastics, (3) NA Chemicals, (4) Europe Plastics and (5) China Plastics. If any line of business reports a gross margin loss for the sum of the last 3 months as of the balance sheet date, then the inventory (net of slow moving reserve) for that line of business would be reserved at the ratio of the gross margin loss to the cost of sales. At June 30, 2010, all 5 lines of business reported positive gross margin, therefore, a lower of cost market reserve was not needed.

Accounts Receivable and Allowance for Doubtful Accounts: Revenue is recognized upon delivery. Consistent estimating methodology is applied as needed for the accrual of deliveries not billed, accrual of consignment sales not billed, accrual for billing corrections, accrual of the estimated customer returns and adjustment for customer xxxxxxxx not delivered. For the avoidance of doubt, accounts receivable included in the Pro Forma Working Capital Calculation assumes the Accounts Receivable Securitization Facility has been unwound, pursuant to Section 7.1(d). For purposes of calculating theClosing Account, any accounts receivable relating to balances included in the Accounts Receivable Securitization Facility at Closing will be excluded from accounts receivable.

32

The allowance for doubtful accounts in the Closing Account will be consistent with the historical methodology. For example, the US Allowance for Doubtful Accounts is calculated as the sum of the following:

• 100% of the Trade Accounts Receivable over 360 days past due.

• 100% of accounts deemed to be high risk.

• 100% of the customer invoices that have been short paid (SAP DZ).

• 100% of the estimated potential customer short payments based on the prior six month daily average short payments times the six month average DSO (days sales outstanding).

• 0.1421% of net trade accounts receivable for general bad debt reserve (general bad debt reserve rate based on historical bad debts).

Accrued Purchases: Payables are accrued for receipts of inventory, materials, freight, services, operating supplies, etc. based on physical receipt or completion of services which the supplier’s invoice has not been processed for payment. This valuation is based on the SAP system GR/IR accrual system. This accrual excludes inter-company purchases.

Accrual for Customer Rebates: Customer rebates are reviewed 3 times a year with expected rebates and criteria updated in the SAP system based on customer rebate agreements. Accrual for rebate payable is based on system data of actual sales and volumes at a transaction level.

Accrual for Vendor Rebates: Vendor rebates accruals are calibrated quarterly based on projected volumes. The accrual for estimated vendor rebates is generally 80% to 90% of the projected rebate pro-rated for the rebate period. Specifically, composites rebates are accrued at 90%, plastic rebates are accrued at 80%, chemical rebates are accrued at 80% except for the Dow kicker rebate which is accrued at 50%.

Accrual for Vendor Price Support: The accrued amount due from vendors for price support is a SAP system calculation based on actual transactions and vendor agreements.

Accrual for Container Deposit Reserve: The container deposit reserve is equal to two thirds (2/3) times the deposits billed for the last 3 months as of the balance sheet date.

Inclusion of Long Term Trade Accounts and Notes Receivable: The long term trade notes receivable is included in the calculation of Net Working Capital along with the allowance for doubtful accounts pertaining to the long term trade accounts and notes receivable.

Exclusion of Excluded Assets and Retained Liabilities: The Net Working Capital excludes Excluded Assets and Retained Liabilities; such as Retained Employee Liabilities, Inter-company Accounts Receivable and Inter-company Accounts Payable, Allocated Accounts Payable, Allocated Accounts Receivable, receivables and payables for Taxes, and prepaid or accrued insurance for corporate policies. The Net Working Capital excludes credit card receivables (account 114140) and bills of exchange presentation (account 114110). The June 30, 2010 pro forma working capital calculation included herein provides details of the excluded and included components of Net Working Capital except for Accrued Vacation.

33

Employee Assets and Liabilities: All assets and liabilities for employee emoluments, whether retained or assumed, are excluded from the Net Working Capital calculation except for Accrued Vacation.

Accrued Vacation: Accrued Vacation will be calculated based on specific employee’s salary and vacation days accrued and vacation days taken. The calculation methodology for Accrued Vacation for each employee will be the current year vacation benefit pro¬rated based on the % of the calendar year owned by Ashland less the current calendar year vacation benefit taken as of the Closing Date.

Please see attached Exhibit A to Schedule 2.8(a).

34

Exhibit A to Schedule 2.8(a)

35

Exhibit A to Schedule 2.8(a)

Closing Account Principles

Schedule 2.8a - Closing Account Principles

Section 2.8 Net Working Capital

Pro forma based on June 30, 2010 accounts in USD

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
114000 Estimated Accounts Receivables			(210,134	)							(210,134	)															(210,134	)		Note 1
114001 Accounts Receivable- Miscellaneous			(1,582	)							(1,582	)															(1,582	)		Note 1
114004 Res D/A-Collections			(8,930,780	)							(8,930,780	)											(8,930,780	)			—					Bad Debt write offs per book and not tax. Retained by Ashland.
114100 Trade A/R Non SAP			37,390								37,390						(37,390	)		2							—
114101 Trade Accounts Receivable (Non-System)			(2,288,320	)							(2,288,320	)					2,288,320			6							—					Ashland Plastics Europe A/R unapplied cash reclass allocated to AD.
114109 A/R Cust Refund Clrg with AP			3,115								3,115						(3,115	)		7							—
114110 Bills of Exchange Presentment			4,393,139								4,393,139												4,393,139				—					Cash collected from bank per customer’s request
114125 Debit Memo Clearing			2,531,659								2,531,659																2,531,659			Note 2
114130 Vendor Rebates Receivable			2,660,102								2,660,102																2,660,102			Note 3
114140 Credit Card Receivables			1,424,051								1,424,051												1,424,051				—
114170 Accounts Receivable - Unbilled Sales			6,034,239				783,091				6,817,330			C													6,817,330			Note 4
114200 Miscellaneous A/R Other - Current			119,095								119,095						(47,001	)		2							72,094			Note 5
114205 A/R VAT on Intransit Inventory			120,528								120,528												120,528				—
114210 Misc Accounts Receivable (Non-System)			155,479								155,479																155,479			Note 5

36

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
114360 Xxxxx Cash Funds			23,376								23,376												23,376				—
114370 Advances to Employees			65,902								65,902						(9,736	)		8			3,512				52,654			Note 6
114565 Payroll Clearance			(421,029	)							(421,029	)											(421,029	)			—
114570 Supplier Credit Memos			398,160								398,160																398,160			Note 7
114575 Miscellaneous Deposits			173,439								173,439						(12,664	)		7							160,775			Note 8
114587 Initial Accounts Receivable Load			107,648								107,648																107,648			Note 9
Reclass of notes receivable to current											—						1,585,724			10							1,585,724			Note 10
114588 Acct & NR PC Adj			506,136,390								506,136,390												8,933,504				497,202,886			Note 11		Eliminates allocated AR
114589 Acct & NR Exc Adj			157,884								157,884						(157,884	)		8							—					Corporate Allocation for Canada
*Accounts and Notes Receivable			512,689,749				783,091				513,472,840						3,606,256						5,546,301				511,532,795
114590 Reserve for Doubtful Accts			(1,209,755	)							(1,209,755	)															(1,209,755	)		Note 12
114591 Reserve for D/A - A/R Other			(5,019,907	)							(5,019,907	)															(5,019,907	)		Note 13
114594 A/R DZs Outstanding			(3,216,791	)							(3,216,791	)															(3,216,791	)		Note 14
*Reserve for Bad Debts			(9,446,453	)			—				(9,446,453	)					—						—				(9,446,453	)
116001 Inventory Non-System			41,379				(2,749,253	)			(2,707,874	)		B,C,D													(2,707,874	)		Note 15
116011 Raw Materials			202,380								202,380																202,380			Note 16
116012 Packaging & Empties			1,809,482								1,809,482																1,809,482			Note 16
116013 Non-Valuated Materials			13								13																13			Note 16
116014 Semi-Finished Prod			281,759,918								281,759,918																281,759,918			Note 16
116015 Finished Products			665,137								665,137																665,137			Note 16

37

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
116016 Standardized Products			2,272,828								2,272,828																2,272,828			Note 16
116018 Finished Goods- Equipment			32,864								32,864																32,864			Note 16
116103 Product Finished Goods-LIFO			(38,879	)							(38,879	)															(38,879	)		Note 17
116107 Prod Fin Gds-CostSen			(171,380	)							(171,380	)															(171,380	)		Note 18
116207 Goods In Transit			4,499,631								4,499,631																4,499,631			Note 19
116601 Inventories-Res Obso			(680,134	)							(680,134	)					(136,000	)		13							(816,134	)		Note 20
116602 Inventories - Other Reserves			(1,757,306	)			1,562,000				(195,306	)		E			195,306			3							—					Profit in Intercompany Inventory
116999 Initial Inventory Load			(0	)							(0	)					0										—
*Inventories			288,635,935				(1,187,253	)			287,448,682						59,306						—				287,507,988
116502 Inventories - Other Reserves- LIFO			(97,680,099	)			(2,341,464	)			(100,021,563	)		A			100,021,563			4							—
*LIFO Reserve			(97,680,099	)			(2,341,464	)			(100,021,563	)					100,021,563						—				—
118000 Prepaid Insurance			1,139,855								1,139,855												1,139,855				—
118100 Prepaid Rental			73,423								73,423																73,423			Note 21
118210 Prepaid Taxes & Licenses			(11,301	)							(11,301	)											(11,301	)			—
118212 Prepaid Property Taxes			1,023								1,023												1,023				—
118216 Prepaid Social Security Tax			4,326								4,326												4,326				—
118505 Prepaid Medical Insurance/HMO			14,867								14,867												14,867				—
VAT Audit adjustment							1,554,309				1,554,309			F									1,554,309				—
Deferred Income Tax Adjustment							14,494,000				14,494,000			H									14,494,000				—
118510 Other Prepaid Expense			1,502,369								1,502,369						(1,468,196	)		8							34,174			Note 21
118513 Prepaid Supplies			13,752								13,752																13,752			Note 21
118998 Oth Curr Asst PC Adj			74,287								74,287						(74,287	)		8							—

38

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
*Other Current Assets			2,812,602				16,048,309				18,860,911						(1,542,483	)					17,197,079				121,349
											—
**Total Current Assets			697,011,734				13,302,683				710,314,417						102,144,642						22,743,380				789,715,679
											—
											—
212102 Accounts Payable (Non-System)			1,813,811								1,813,811						(1,813,811	)		8							—
212103 Accounts Payable -Suntrust			459								459												459				—
212105 GR/IR Clearing Account			(845,397	)							(845,397	)															(845,397	)		Note 22
212106 Cash Discount Clearing			(2,158	)							(2,158	)					2,158			7							—
212108 GR/IR Clearing Account -Materials			(113,397,444	)							(113,397,444	)															(113,397,444	)		Note 22
212109 GR/IR Clearing Account - Freight			(5,643,947	)							(5,643,947	)															(5,643,947	)		Note 22
212110 Misc. Accounts Payable			(13,636,459	)			1,882,928				(11,753,531	)		B,D			7,658,711			2			(947,835	)			(3,146,985	)		Note 23
212118 GR/IR Customs Acct			(77,713	)							(77,713	)															(77,713	)		Note 22
212119 Terminal Fees Accrual			(81,661	)							(81,661	)															(81,661	)		Note 24
212125 Consignment Accounts Payable			(486,764	)							(486,764	)															(486,764	)		Note 25
212126 Purchase Price Var.			(0	)							(0	)					0										—
212132 Accounts Payable Freight			38,373								38,373																38,373			Note 26
212134 MAP EAP			(7,020,424	)							(7,020,424	)															(7,020,424	)		Note 27
212141 Intracompany EAP - Buy/Sell Clearing											—
212142 External Vendor Price Support (EPS)			8,445,229								8,445,229																8,445,229			Note 28

39

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments		Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
212146 GR/IR Outbound Freight			(3,022,518	)					(3,022,518	)															(3,022,518	)		Note 22
212147 GR/IR Clearing Account Initial Load			(71,908	)					(71,908	)															(71,908	)		Note 22
212157 A/P Unapplied Payments			53,311						53,311																53,311			Note 29
212158 A/P Returned Payments			73,918						73,918																73,918			Note 29
213000 Social Security Tax-Company			(80,794	)					(80,794	)											(80,794	)			—
213003 State Disability Tax-Company			(3,534	)					(3,534	)											(3,534	)			—
213008 Property Tax Accrual			(1,605,032	)					(1,605,032	)					1,605,032			11							—
213100 State Sales & Use Tax									—
213200 County Sales & Use Tax									—
213300 City Sales & Use Tax									—
213350 Other Miscellaneous Sales Taxes									—
213417 Alabama Inspection Fee			(82	)					(82	)											(82	)			—
213427 Federal Tax Distilled Spirits-System			1,539						1,539												1,539				—
213430 Alabama Lube Oil			(33	)					(33	)											(33	)			—
213431 Mississippi Lube Oil			(167	)					(167	)											(167	)			—
213432 Tennessee Lube Oil			(17	)					(17	)											(17	)			—
213433 Texas Lube Oil			(815	)					(815	)											(815	)			—
213438 California Individual Tax Withholding			(553	)					(553	)											(553	)			—

40

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments		Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
213440 California Motor Oil Fee			(79	)							(79	)									(79	)			—
213442 California Recycle Fee			(642	)							(642	)									(642	)			—
213449 Florida Pollutant Tax- Ammonia			(29	)							(29	)									(29	)			—
213450 Hawaii Gross Receipts			(161	)							(161	)									(161	)			—
213451 Florida Other Pollutant Tax			2								2										2				—
213452 Illinois Solvent Tax			(432	)							(432	)									(432	)			—
213458 Maryland Transfer Fee			(0	)							(0	)									(0	)			—
213460 New Hampshire Oil Pollutants			(0	)							(0	)									(0	)			—
213462 New Jersey Gross Receipts			4,517								4,517										4,517				—
213468 South Carolina Solid Waste			242								242										242				—
213476 Florida Oil Pollutant			(32	)							(32	)									(32	)			—
213478 New Hampshire Discharge Motor Oil			(7	)							(7	)									(7	)			—
213480 Tax on Service Income Payable			(13,007	)							(13,007	)									(13,007	)			—
213482 Withholdings Tax											—														—
213513 PST/QST (Collected)			80								80										80				—
213514 Tax - Profit Center Adjustment			4,531								4,531										4,531				—
213560 VAT Receivable Imports BE			164,060				(119,432	)			44,628			F							44,628				—
213572 VAT Receivable Imports DE			44,729								44,729										44,729				—
213633 VAT Receivable Imports PT			144,944								144,944										144,944				—

41

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
213651 VAT Receivable Imports UK			9,352								9,352												9,352				—
213663 VAT Receivable Imports ES			447,693								447,693												447,693				—
213695 VAT Receivable CN			2,958								2,958												2,958				—
213843 Input Vat Transfer Out CN			(192	)							(192	)											(192	)			—
213844 Vat Refund for Export CN			(1,780	)							(1,780	)											(1,780	)			—
213892 VAT Accrued Sales			866								866												866				—
213898 VAT Declaration IE			47,551								47,551												47,551				—
213934 VAT Declaration PT			62,635								62,635												62,635				—
213995 VAT Payable on Output CN			(2,948	)							(2,948	)											(2,948	)			—
214100 Pension Liability			(91,185	)							(91,185	)					91,185			12							—
214102 Payroll Accrual			(1,234,560	)							(1,234,560	)											(1,234,560	)			—
214114 Insurance Accrual			(890,297	)			(2,098,219	)			(2,988,516	)		G									(2,988,516	)			—
214120 Life Insurance - Other			(74	)							(74	)											(74	)			—
214124 Accrued Professional Services			(33,765	)							(33,765	)											(33,765	)			—					Payroll accruals/ Audit fees Europe
214127 Customer Discount											—
214128 Incentive Plan			(737,600	)							(737,600	)					737,600			12							—
214130 Bonuses											—						—			12
214132 Sales Incentive Plans			(5,764,726	)							(5,764,726	)					5,764,726			12							—
214135 Total Rewards			(3,508,041	)							(3,508,041	)					3,508,041			12							—
214138 Commissions			(55,729	)							(55,729	)															(55,729	)		Note 30
214139 Misc. Accruals			(471,959	)							(471,959	)					28,402			12			(131,134	)			(312,423	)		Note 31		Europe & Mexico. Benefits($28,402), Insurance ($49,683) /Taxes ($81,451) retained.

42

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments		Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
214140 Misc. Property Intransit			(23,174	)					(23,174	)											(23,174	)			—					Clearing account for property sold
214148 Social Security Tax Witholding			(173,281	)					(173,281	)											(173,281	)			—
214149 Emplyee Co IncTax WH			(194,945	)					(194,945	)											(194,945	)			—
214151 State Inc Tax WH			(1,407	)					(1,407	)											(1,407	)			—
214154 Employee Ben Clear			(9,939	)					(9,939	)											(9,939	)			—
214156 Employee Withholdings			(2,055	)					(2,055	)											(2,055	)			—
214158 Profit Sharing Plan			(1,270	)					(1,270	)					1,270			12							—
214159 Social Club			(1,211	)					(1,211	)											(1,211	)			—
214160 Cur Post Ret Md/Dnt			(1,548,000	)					(1,548,000	)											(1,548,000	)			—
214161 Current Portion Post Retire Life Insur			(258,000	)					(258,000	)											(258,000	)			—
214162 Accrued Rent			(231,528	)					(231,528	)															(231,528	)		Note 32
214163 Commissions - Payroll									—
214167 Accr’d Quantity Discount Payable			(20,164	)					(20,164	)															(20,164	)		Note 33
214172 VAT/GST Taxes Rec/Pay			(920,963	)					(920,963	)											(920,963	)			—
214173 Miscellaneous Accrued Taxes			(458,498	)					(458,498	)											(458,498	)			—
214191 Contain Dep Res-Sys			(556,551	)					(556,551	)															(556,551	)		Note 34
214215 Customer Material Rebate			(488,457	)					(488,457	)															(488,457	)		Note 35
214216 Customer Rebate			(1,063,518	)					(1,063,518	)															(1,063,518	)		Note 35
214217 Customer Hierarchy Rebate			(1,388,730	)					(1,388,730	)															(1,388,730	)		Note 35
214218 Customer Hierarchy Material Rebate			(1,102,282	)					(1,102,282	)															(1,102,282	)		Note 35

43

Balance Sheet Account		SAP general ledger June 30, 2010				Audit Adjustments				Amounts Supporting Audited GAAP Balance Sheet June 30, 2010				Notes		Pro forma Adjustments				Notes		Retained by Ashland				Section 2.8 Net Working Capital				Notes		Comments
214222 ZMRS Manual Rebate											—																—			Note 35
214223 Accrued Redundancy			(103,756	)							(103,756	)											(103,756	)			—
214300 Accrued Vacation Earned			(10,324,206	)							(10,324,206	)					10,324,206			12							—
214400 Misc Acct Pay-Sched M			8,952								8,952																8,952			Note 35
214401 Accounts Payable Reserve											—
214403 Curr Environ Reserve			(13,884,288	)							(13,884,288	)											(13,884,288	)			—					Environmental Remediation
214998 Trade&Oth Pay PC Adj			(202,877,290	)							(202,877,290	)											3,070,229				(205,947,518	)		Note 36		Eliminates allocated AP
214999 Trade&Oth Pay Exc Ad			(181,923	)							(181,923	)					181,923			8							—
*Trade and Other Payables			(383,230,350	)			(334,723	)			(383,565,073	)					28,089,444						(19,133,752	)			(336,341,878	)
*Income Tax											—
**Total Current Liabilities			(383,230,350	)			(334,723	)			(383,565,073	)					28,089,444						(19,133,752	)			(336,341,878	)
Working Capital			313,781,384				12,967,960				326,749,344						130,234,085						3,609,629				453,373,801

Audit Adjustments Notes:

A) To record quantity LIFO charge.

B) Reclass accrued consignment sales postings.

C) To adjust consignment sales accrual

D) Reclass deferred sales postings

E) Reclass US profit in inventory to intercompany

F) Record VAT Adjustment

G) To record Insurance allocation to AD - Self Insurance case reserves

H) Reclass Current Deferred Taxes

Proforma Adjustments Notes:

2) Foreign or domestic G&A balance sheet split.

3) Eliminate intercompany profit in inventory adjustment

4) Adjust inventory valuation to current weighted average cost

6) Allocated amounts from Europe G&A not AD specific.

44

7) Adjusting entires to clear in 4th qtr.

8) Corporate balance sheet adjustments - Reversed the following month and then reallocated

10) Reclassify long term notes to current. $1.2 MM of the note balance is reserved in our bad debt high risk account list.

11) Eliminate property tax accrual from Section 2.8 NWC

12) Eliminate employee emoluments from Section 2.8 NWC

13) Exclude LIFO reserve adjustment on obsolete inventory reserve.

Section 2.8 NWC Notes:

Use SAP transaction ZS50 for account balances. For line item detail use SAP transaction FBL3N and profit centers 70000000-79999999.

Note 1 Accrual of correction of Europe billing errors

Note 2 Receivable for SABIC agreement (fixed margin guarantee) and weekly price support credit memos processed thru vouchers payable.

Note 3 Supplier volume rebates

Note 4 Unbilled sales, consignment sales accrual, deferred sales accrual, US billing corrections and estimated customer sales returns.

Note 5 Mexico and China A/R accruals

Note 6 Employee advances

Note 7 Europe supplier credit memos

Note 8 Europe rent deposits

Note 9 Russia Trade A/R at go live - moved to open item account in July 2010

Note 10 Notes Receivable- $1.3 MM (A/R to Notes $1.2 reserved) + $0.2 MM equipment financing

Note 11 Reference SAP Trade Receivable S_ALR_87013343 by company code using profit centers 70000000 - 79999999.

Note 12 Europe & Mexico allowance for doubtful accounts reserve

Note 13 US, Canada and China allowance for doubtful accounts reserve

Note 14 Global DZ reserve (customer short payments)

Note 15 Inventory posting for deferred sales, accrued consignment xxxxxxxx and estimated customer returns.

Note 16 SAP Inventory subledger balances.

Note 17 US & Canada cost corrections

Note 18 Adjust inventory for cost sensitive products - standard to moving average. Effective Nov 1, 2010 all products are now costed using moving average costing.

Note 19 Goods in Transit - Majority is for Ashland Composite Polymers and Marathon purchases.

Note 20 Reserve for slow moving inventory

Note 21 Various prepaid amounts

Note 22 Various SAP system accruals for Goods Receipts (GR) transactions

Note 23 Miscellaneous accruals

Note 24 Terminal fees at various locations

Note 25 Payable for purchase of consignment inventory of Inolex Chemical products at Fontana Ca and Miami FL warehouses.

Note 26 A/P freight of which the majority was cleared in 4th Qtr.

Note 27 Marathon T&X purchases on consolidated billing paid 15 of following month.

Note 28 External price support accrued

Note 29 Europe unapplied and returned payments

Note 30 External commissions payable

Note 31 Europe various accruals

Note 32 Europe accrued rent at various locations.

Note 33 Europe quantity discount

Note 34 Container deposit reserve

Note 35 Customer rebate accruals

Note 36 Reference SAP vouchers report S_ALR_87013344 by company code using profit centers 70000000 - 79999999.

45

Schedule 3.2(a)

Ashland Closing Deliveries

Transition Services Agreement

Reverse Transition Services Agreement

Distributor Agreement

Buyer Warehousing and Services Agreement

Ashland Warehousing and Services Agreement

Material Purchase Agreement

Dublin License

Environmental Services Agreement

Business transfer agreements for applicable jurisdictions.

Copyright Assignment

Trademark Assignment

Domain Name Assignment

Bills of sale, deeds, assignments and other instruments of transfer required by Section

2.10 of the Purchase Agreement

Ashland Representative Certificate

46

Schedule 3.2(b)

Buyer Closing Deliveries

Transition Services Agreement

Reverse Transition Services Agreement

Distributor Agreement

Buyer Warehousing and Services Agreement

Ashland Warehousing and Services Agreement

Material Purchase Agreement

Dublin License Agreement

Environmental Services Agreement

Business transfer agreements for applicable jurisdictions

Copyright Assignment

Trademark Assignment

Domain Name Assignment

Bills of sale, deeds, assignments and other instruments of transfer required by Section

2.10 of the Purchase Agreement

Buyer Representative Certificate

47

Schedule 4.2(d)

Required Releases

1. Security Agreement by Ashland Inc., as Borrower, et al., and Bank of America, N.A., as Administrative Agent, dated as of March 31, 2010.

2. UCC Financing Statement No. 2010-2444714-89.01 filed in the Office of the Kentucky Secretary of State on April 1, 2010 as amended by UCC Financing Statement No. 2010-2444714-89.02 filed on December 1, 2010; Debtor – Ashland Inc., Secured Party – Bank of America, N.A., as Administrative Agent.

3. UCC Financing Statement No. 20101113095 filed in the Office of the Delaware Secretary of State on March 31, 2010; Debtor – Ashland Licensing and Intellectual Property LLC, Secured Party – Bank of America, N.A., as Administrative Agent.

4. Trademark Security Agreement dated as of March 31, 2010, by Ashland Licensing and Intellectual Property LLC, et al., in favor of Bank of America, N.A., in its capacity as Administrative Agent, filed on April 14, 2010, in the Assignment Division of the United States Patent and Trademark Office on Reel 004185, Frame 0382 and each Supplemental Trademark Security Agreement which have been or may be entered into by Ashland Licensing and Intellectual Property LLC in favor of Bank of America, N.A., in its capacity as Administrative Agent, relating to trademarks which are a part of the Conveyed Assets acquired after March 31, 2010.

5. Amended and Restated Transfer and Administration Agreement by and among CVG Capital II LLC, Ashland Inc., The Bank of Nova Scotia, et al., dated as of March 31, 2010.

6. UCC Financing Statement No. 2008-2355032-90.01 filed in the Office of the Kentucky Secretary of State on November 18, 2008 as amended by UCC Financing Statement Amendment No. 2008-2355032-90.02 filed on April 1, 2010 and UCC Financing Statement Amendment No. 2008-2355032-90.03 filed on April 1, 2010; Debtor – Ashland Inc., Secured Party – The Bank of Nova Scotia, as Agent.

7. UCC Financing Statement No. 2010-2444651-29.01 filed in the Office of the Kentucky Secretary of State on April 1, 2010; Debtor-Ashland Inc., Secured Party – The Bank of Nova Scotia, as Agent.

8. UCC Financing Statement No. 00000000000 filed in the Office of the Delaware Secretary of State on March 31, 2010; Debtor – Ashland International Holdings, Inc., Secured Party – Bank of America, N.A., as Administrative Agent.

48

Schedule 5.4

Ashland Governmental Consents and Approvals

1. Ashland expects the parties will be required to make a merger control filing in the United States under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

2. Additional merger control filings for Europe, Canada and Turkey (assuming that the acquisition will need to be notified in Turkey based on the new law coming into force January 1, 2011 (The Communique No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board, adopted on October 7, 2010)).

3. Industrial Site Recovery Act (ISRA) filings and approvals for Carteret, New Jersey facility.

4. All environmental permits, including, without limitation, RCRA and air permits, may require filings or consents in connection with transfer, amendment or termination under Environmental Law.

49

Schedule 5.8(a)(i)

Owned Real Property

Please see attached Exhibit A to Schedule 5.8(a)(i).

50

Exhibit A to Schedule 5.8(a)(i)

51

Exhibit A to Schedule 5.8(a)(i)

Distribution owned and operating properties (Domestic)

Common Name and Address		City		State		Purpose/Use
3300 Ball Street		Birmingham		AL		Plant
701 Western Drive (Xxxxxx Drive)		Mobile		AL		Plant
6839 West Chicago Street		Chandler		AZ		Plant
2461 Xxxxxxx Circle		Fairfield		CA		Plant
156 W. 56th Avenue		Denver		CO		Plant
200 North East 181st Street		N. Miami Beach		FL		Plant
5025 West Hanna Avenue		Tampa		FL		Site
5125 West Hanna Avenue		Tampa		FL		Plant
4500 Xxxxx Xxxx Xxxxxxxxxx		Xxxxxxx (Doraville)		GA		Plant
400 Telfair Road		Savannah		GA		Plant
Gwinnett Street Extension		Savannah		GA		Right of Way
11524 West Addison Street		Franklin Park		IL		Warehouse
8500 South Willow Springs Road		Willow Springs*		IL		Plant
1817 1/2 West Indiana Avenue		South Bend		IN		Plant
5420 Speaker Road		Kansas City		KS		Plant
4185 Algonquin Parkway		Louisville		KY		Plant
11109 S. Choctaw Dr.		Baton Rouge		LA		Plant
400 Main Street		Tewksbury		MA		Plant
2011 Xxxxxx Street		Lansing		MI		Plant
12005 Xxxxxxx Road		Warren		MI		Site
12001 Xxxxxxx Road		Warren		MI		Warehouse
12003 Xxxxxxx Road		Warren		MI		Warehouse
4401 Valley Industrial Blvd. South		Shakopee		MN		Plant
4471 Valley Industrial Blvd. South		Shakopee		MN		Plant
435 Xxxxx Avenue		St. Xxxx		MN		Plant
Xxxxx Avenue		St. Xxxx		MN		Plant
7710 Polk Street		St. Louis		MO		Plant
7710 Polk Avenue		St. Louis		MO		Plant
7623 Polk Street		St. Louis		MO		Plant
7611 Polk Street		St. Louis		MO		Plant
7609 Polk Street		St. Louis		MO		Plant
Polk Street - Xxxxxxxx Street		St. Louis		MO		Plant
Polk Street and Xxxxx Street		St. Louis		MO		Plant
Polk Street and Steins Street		St. Louis		MO		Plant
Polk Street and Steins Street		St. Louis		MO		Plant
Xxxxx Street & Xxxxxxxx Street		St. Louis		MO		Plant
Polk Street, Xxxxxxxx Street and Xxxxxxxx		St. Louis		MO		Plant
Xxxxxxxx Street		St. Louis		MO		Plant
7613-7619 Polk Street		St. Louis		MO		Plant
7621 Polk Street		St. Louis		MO		Plant
3930 Glenwood Drive		Charlotte		NC		Plant
350 Roosevelt Avenue		Carteret		NJ		Plant
Bevier and Broad Street (3 Broad Street)		Binghamton		NY		Plant
100 Xxxxxx Xxxxxx (3 Broad Street)		Binghamton		NY		Plant
Xxxxxx Street and Broad Street (3 Broad Street)		Binghamton		NY		Plant
3711 River Road (Private road)		Tonawanda		NY		Plant
3849 Xxxxxx Road		Columbus		OH		Plant
2788 Glendale-Milford Road		Evandale		OH		Plant
Evendale Industrial Park		Evandale		OH		Site

52

Common Name and Address		City		State		Purpose/Use
3250 Southwest Blvd.		Grove City		OH		Warehouse
2854 Springboro Road		Moraine		OH		Plant
2854 Springboro Road		Moraine		OH		Site
1610 East Highland Road		Twinsburg		OH		Warehouse
3535 W. 21st Street		Tulsa		OK		Plant
150 X. Xxxxxx Xxxxxx (Route 641)		Freedom		PA		Warehouse
1101 New Ford Mill Road		Morrisville		PA		Warehouse
Street No. 4, Bldg. 4, Las Palmas Ind. Park		Xxxxxx		XX		Plant
105 Xxxxxxx Road		Anderson		SC		Warehouse
729 Xxxxxx Drive		Columbia		SC		Plant
5263 North National Drive		Knoxville		TN		Plant
2351 Channel Avenue		Memphis		TN		Plant
2315 Xxxxxxx Avenue		Nashville		TN		Plant
2309 Xxxxxxx Avenue		Nashville		TN		Plant
3101 Wood Drive		Garland		TX		Plant
Santa Xx Xxxxxx Road (Xxxx Street) Industrial Dist.		Garland		TX		Plant
8901 Old Galveston Road		Houston		TX		Plant
10919 County Road 127 West		Midland		TX		Plant
200-208 Abbey Avenue		Menasha		WI		Plant
212 Abbey Street		Menasha		WI		Plant
Xxxxxxx Street (vacated alley)		Menasha		WI		Plant
204 Madison Street		Menasha		WI		Plant

* For Willow Springs, parties to have shared access to the access road after Closing

Distribution owned and operating properties (Canada)

Common Name and Address		City		Country		Purpose/Use
205 Bluewater Road		Bedford		Canada		Warehouse
1720 106th Avenue		Edmonton		Canada		Warehouse
1591 Dugald Road		Winnipeg		Canada		Warehouse
[905 Winston Churchll Blvd.		Mississauga		Canada		Plant/Office]*

* For Mississauga, parties are discussing alternatives, including ground lease

Ashland Inc. - Tenant Real Property Leases or Other Interests in Real Property Granted by Ashland Inc.

Common Name and Address		City		State		Purpose/Use		Landlord/Owner		Entity of Record (Lessee)
1610 East Highland Road		Twinsburg		OH		License		Ashland Inc.		S. F. H. Partners

53

Schedule 5.8(a)(ii)

Owned Real Property Exceptions

1. Please see attached Exhibit A to Schedule 5.8(a)(ii).

2. Certain of the Conveyed Real Properties and/or Conveyed Real Property Interests are subject to Encumbrances such as recorded deed restrictions, restrictive covenants or other institutional controls.

54

Exhibit A to Schedule 5.8(a)(ii)

Exceptions to Owned Real Property

Common Name and Address		City		State/Country		Purpose/Use
3536 South First Street		Saint Louis		MO		Warehouse
9750 XXXxxxxx Road		Kelowna		British Columbia		Plant
Via Xxxxxxx Xxxx 42		Milan		Italy		Office
[905 Winston Churchll Blvd.		Mississauga		Canada		Plant/Office]*

* For Mississauga, parties are discussing alternatives, including ground lease

Ashland Inc. - Tenant Real Property Leases or Other Interests in Real Property Granted by Ashland Inc.

Common Name and Address		City		State		Purpose/Use		Landlord/Owner		Entity of Record (Lessee)
1610 East Highland Road		Twinsburg		OH		License		Ashland Inc.		S. F. H. Partners

55

Schedule 5.8(b)(i)

Real Property Leases

Please see attached Exhibit A to Schedule 5.8(b).

56

Exhibit A to Schedule 5.8(b)

57

Exhibit A to Schedule 5.8(b)

Schedule 5.8(b)(i)

Leased or Other Interest in U.S. Real Property

Entity of Record (Lessee)

Common Name and Address

City

State

Landlord/Owner

Purpose/Use

Amendments

Ashland Inc.

Ball Street

Birmingham

AL

CSX Transportation, Inc.

Road Crossing

N/A

Ashland Chemical Company

20915 Wilmington Avenue

Carson

CA

Shell Chemical Company

Plant

Right of Entry Letter Agreement dated 11/1/94; Letter Agreements dated 04/23/96, 11/18/97, 08/21/98, 08/6/02, 10/17/02, 11/12/02, 07/31/06, 06/04/10

Ashland Inc.

2200 Huntington Drive

Fairfield

CA

East Bay Tire Company

Warehouse

First Amendment to Sublease Agreement dated 7/1/05

Ashland Distribution Company, a division of Ashland Inc.

13003 Xxxxxx Ave

Fontana

CA

KTR IE ONE LLC

Warehouse

Addendum dated 3/28/01, Amendment dated 4/2010

Ashland Inc.

1851 East First Street, Suite 700

Santa Xxx*

CA

1851 East First Street Investors LLC

Office

Amendments 1 - 4

Ashland Distribution Company, a division of Ashland Inc.

11720 Grand Avenue

Northlake

IL

ProLogis Trust

Warehouse

Addendum to Lease dated 3/13/95, Amendments 1 - 9

Ashland Inc.

3501 Xxxxxx Drive

Elkhart

IN

Xxxxxx & Xxxxxx

Warehouse

Amendments 1 - 4

Ashland Distribution Company, a division of Ashland Inc.

5020 Xxxxxx Road

Kansas City

KS

Metro Park Warehouses, Inc.

Warehouse

Amendments 1 - 3

Ashland Chemical, Inc.

2011 Xxxxxx Street/Fence & Gate

Lansing

MI

The Chesapeake & Ohio Railway Company

Plant

Letter Agreement dated 10/15/86, Notice of Lease/Agreement Amendment dated 12/17/91

Ashland Chemical, Inc.

Sewer Pipe Near Carondelet Sta. City Blk 3122

St. Louis

MO

Missouri Pacific Railroad Company

Pipeline

Letter Agreement dated 3/25/81 and Supplemental Agreement dated 10/21/91

Ashland Inc.

1842 Enterprise Parkway

Twinsburg

OH

FirstCal Industrial 2 Acquisition, LLC

Warehouse

Amended and Restated Lease Agreement dated 11/19/09 (terminates and supercedes all prior leases and amendments)

Ashland Puerto Rico, a division of Ashland International Holdings, Inc.

Stxxx Xxxx 000, Xxxxxx #1 and #3, Westgate Industrial Park, Palmas Xxxx

Xxxxxx

PR

Sociedades Santa Marina, Inc.

Warehouse

N/A

Ashland Inc.

2400 Xxxxxxx Avenue

Nashville

TN

Xxxxx Brothers

Warehouse

Letter Agreements dated 3/1/00, 11/21/10 7/28/08, Amendment dated 4/5/05

Ashland Distribution Company, a division of Ashland Inc.

Freeport Center Building 12

Clearfield

UT

Freeport Center Associates L.L.P.

Office/Warehouse

Amendments 1 - 7 (First Amendment not in file)

Ashland Distribution Company, a division of Ashland Inc.

Freeport Center Building J-10

Clearfield

UT

Freeport Center Associates L.L.P.

Plant

Letter Agreement dated 3/7/1989, Amendments 1 - 10

* Santa Xxx lease will terminate August 2011, as will the obligation to pay rent

58

Leased or Other Interests in International Real Property

Entity of Record (Lessee)

Common Name and Adxxxxx

Xxxx

Xxxxxxx

Xxxxxxxx/Xxxxx

Xxxxxxx/Xxx

Xxxxxxxxxx

Xxxxxxx Xxxxxx Xorp.

10515 Notre Dame Street East

East Montreal, Quebec

Canada

Devon Estates, Ltd.

Warehouse/Office

N/A

Ashland Canada Corp./Corporation Ashland Canada

2060 Viceroy Place

Richmond, British Columbia

Canada

Bachechi Bros. Realty, Inc.

Warehouse/Office

N/A

Ashland Distribution Company & Valvoline Deutschland

Mittlerer Pfad 4

Stuttgart

Germany

Xxxxxxxx Verwaltungsgesellschaft mbH

Office

Addendum 1& 2

Ashland Chemical Hispania S.L.

Fomento Street & National Highway Number 2, Carretera Reial 137

Sant Just Desvern (Barcelona)

Spain

Explotaciones Sant Just, S.A.

Plant/Office/Warehouse

Annex Amending the Lease dated 12/08

Ashland Sweden AB, Plastics Division

Vastanvindsgatan 8,444 30

Stenungsund

Sweden

Stenungsundshem AB

Office

Letter Agreement dated 11/22/10

Ashland UK Limited

Unit 6, Swanwick Court

Alfreton/Derby

United Kingdom

Xxxxxx Industrial Properties Limited

Office

N/A

Schedule 5.8(b)(ii)

Real Property Lease Exceptions

Common Name and Address		City		State/Country		Purpose/Use
Parque Industrial Milimex		Monterrey		Mexico		Warehouse
1730 Twin Springs Way, Suite 21		Baltimore		MD		Warehouse
Markwaldstrasse 11		Offenbach		Germany		Office
Ul. Jutrzenki 75		Warsaw		Poland		Office
Peseta Street 5		Barendrecht		Netherlands		Office
1000 Xxxxx Xxxxxxxxx Xx0Xx, 00&00 xloors, Zuhuiyuan Bldg		Shanghai		China		Office

Ashland Inc. - Tenant Real Property Leases or Other Interests in Leased Property Granted by Ashland Inc.

Common Name and Address		City		State		Purpose/Use		Landlord		Entity of Record (Lessee)
2200 Huntington Drive		Fairfield		CA		Tenant Lease		Ashland Inc.		Sunpol Resins and Polymers, Inc.

59

Schedule 5.8(b)(ii)

Real Property Lease Exceptions

Please see attached Exhibit A to Schedule 5.8(b).

60

Schedule 5.9(a)(i)

Material Contracts

Contracts for Purchase

Plastics Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Basell USA Inc. and Basell Canada Inc.		Ashland Distribution, a division of Ashland Inc. and Ashland Canada Corp.		Non-Exclusive Distributor Agreement		3 years from February 1, 2002 – February 1, 2005. Automatically extends for consecutive 12 months unless terminated by either party with at least 180 days written notice prior to the end of the initial term or the end of any extension.
SABIC Innovative Plastics US LLC		Ashland Distribution, a division of Ashland Inc.		Authorized Distributor Agreement		April 13, 2009 – April 12, 2011. Automatically renews for 1 year terms unless terminated by either party with at least 180 days written notice prior to the expiration of the initial term or renewal term.
Exxonmobil Chemical Canada, a division of Canada Imperial Oil Limited		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		January 1, 2007 – December 31, 2008 and continues year-to-year thereafter unless terminated by either party with at least 180 days written notice.
Sunoco Chemicals, Inc.		Ashland Distribution, a division of Ashland Inc.		Polypropylene Distributor Agreement		June 1, 2009 – May 31, 2011. Automatically renews for 1 year terms unless either party sends written notice of intent not to renew to the other at least 180 days prior the expiration date of the initial or any renewal term. However, either party may terminate the agreement at any time without cause on 180 days prior written notice.
Georgia Gulf Chemicals & Vinyls		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		March 1, 2008 – December 31, 2012 and continues thereafter until terminated by either party with at least 180 days prior written notice.

61

Chemical Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Methanex Methanol Company		Ashland Distribution Company		Methanol Sales Agreement		January 1, 2010 – December 31, 2013. The Agreement shall automatically renew on an annual basis unless terminated by either party with at least 180 days written notice.
Shell Chemical LP		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		May 1, 2008 – December 31, 2009 and shall continue thereafter for additional 1 year terms unless terminated by either party upon 90 days prior written notice before the end of the Initial term or any subsequent time thereafter.
Flint HillsResources, L.P.		AshlandDistribution, a division of Ashland Inc.		Solvents SalesAgreement		October 1, 2005 – September 30, 2006 andcontinues in effect for additional 1 years periods unless terminated by either party upon written notice at least 60 days before the end of the Initial Term or any renewal term.
MEGlobal Americas Inc.		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		January 1, 2006 – December 31, 2008 and continues thereafter for 1 year periods unless either party provides written notice of termination on or before June 30 of the applicable year.
Marathon Petroleum Company, LP		Ashland Distribution, a division of Ashland Inc.		Special Products Sales Agreement		Anticipated effective date is November 15, 2010 and continues until December 31, 2013 and automatically renews for successive 1 year terms unless either party sends written notice of termination at least 180 days prior to the end of the Initial Term or any subsequent 1 year renewal term.

Composites Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Reactive PolymersDivision ofReichhold Chemicals, Inc.		Ashland ChemicalInc., FRP SupplyDivision		DistributorAgreement		Effective September 26, 1992 for a periodof 5 years and continues thereafter fromyear to year until terminated by either party upon 6 months written notice prior to the end of any annual anniversary date of theAgreement.
PPG Industries, Inc.		Ashland ChemicalCompany, a division of Ashland Inc.		Fiber Glass SalesAgreement		January 1, 199 – December 31, 2002 andmay continue on a year to year basis if, on or before October 31, 1999, and eachOctober 31 thereafter, the parties agree in writing on the amended contract terms for each subsequent year.

62

Environmental Services Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Giant ResourceRecovery Company, Inc., Giant Resource Recovery, Inc., M&M Chemical Company, SoutheasternChemical & SolventCompany, andKeystone CementCompany		Ashland Inc.		Waste HandlingAgreement		Effective September 8, 2000 and remainsin effect for 1 year. The Agreement automatically renews for 1 year and shall renew automatically for successive 1 year terms unless either party at the expiration of the initial term or at the expiration of any 1 year renewal term provides at least90 days written notice of termination.

European Agreements

Supplier		Ashland Entity		Contract Type		Term/Termination
Sasol Polymers, a division of Sasol chemical Industries Limited		Ashland Chemical Hispania, S.L.		Distributorship Agreement		November 1, 2006 – October 31, 2009 and continues until terminated by either party upon at least 12 months notice.
Borealis GmbH		Ashland Distribution, division of Ashland Inc.		Distribution Agreement		January 1, 2002 – December 31, 2004 and automatically extends for 1 year periods unless terminated by either party upon 12 months prior written notice with effect from the last day of any 1 year extension period.
Borealis A/S		Ashland Distribution, division of Ashland Inc.		License Agreement		Effective date unknown and continued until December 31, 2006 and automatically renews for successive periods of 1 year except if prior written notice is given by either party not later than 12 months prior to expiration. This Agreement will terminate in any case 5 years after the Effective Date. (It appears this Agreement has expired).
PolyComp GmbH		Ashland Distribution, a division of Ashland Inc.		Manufacturing Agreement		June 30, 2004 – December 31, 2006 and automatically renews for successive 1 year periods except if prior written notice is given by either party not later than 8 months prior to the expiration.

63

Schedule 5.9(a)(ii)

Material Contracts

Contracts for Sale

Plastics Key Customers

Customer		Ashland Entity		Contract Type		Term/Termination
Jarden Plastic Solutions		Ashland Distribution, a division of Ashland Inc.		Rebate Agreement		October 1, 2009 – September 30, 2010 and automatically renews for one year intervals unless written notice to terminate is given by either party 90 days prior to such renewal.
Rexam Plastics Services Company		Ashland Distribution, division of Ashland Inc.		Rebate Agreement		Effective 1 year starting January 1, 2008 and automatically renews for successive 1 year periods unless terminated by either party not less than 60 days prior to the end of the initial or any renewal term.

Chemical Key Customers

Customer		Ashland Entity		Contract Type		Term/Termination
Akzo Nobel Coatings		Ashland Distribution, a division of Ashland Inc.		Sales Agreement		January 1, 2007 – February 28, 2012 and shall be renewable annually thereafter with 60 days notice prior to expiration and under mutual agreement by both parties.
The Dow Chemical Company		Ashland Chemical Company, a division of Ashland Inc.		Sales Agreement		January 1, 1998 – December 31, 2000 and continues thereafter for successive periods of1 year each until terminated by either party effective December 31st of any subsequent renewal term upon 90 days prior written notice.
Xxxxxx Corporation		Ashland Distribution, a division of Ashland Inc.		Purchase Agreement		2 years from January 1, 2010 and shall automatically renew from year to year. After the initial year of the Agreement, either party may terminate upon 60 days prior written notice.
Illinois Tool Works Inc.		Ashland Distribution Chemicals, a division of Ashland Inc.		ITW Strategic Sourcing Terms and Conditions		Effective March 9, 2009 and remains in effect for 3 years and may be renewed upon mutual written agreement of both parties.
The Xxxxxxx- Xxxxxxxx Company		Ashland Distribution, a division of Ashland Inc.		2010-2011 Sales Agreement		January 1, 2010 – December 31, 2011 and automatically renews for successive 1 year terms thereafter unless terminated by either party upon 60 days prior written notice prior to the end of the term or any subsequent yearly renewal term
The Valspar Sourcing Inc.		Ashland Distribution, a division of Ashland Inc.		Sales Agreement		October 1, 2009 – September 30, 2012.

64

Composites Key Customers

Customer		Ashland Entity		Contract Type		Term/Termination
A.R.E.Accessories, LLC		Ashland Distribution, a division of Ashland Inc.		Sales Agreement		Term was extended through September 30, 2012.

Environmental Services Key Customers

Customer		Ashland Entity		Contract Type		Term/Termination
Bath Iron Works		Ashland Distribution, division ofAshland Inc.		Waste Management, Collection, Transportation and Disposal CorporateContract Number: A-6145- H23 National Contract		January 1, 2010 – December 31, 2011. Buyer may extend this Agreement for a period of 1 year, incorporating any agreedupon modification to this Agreement, by providing written notice to Ashland not less than 60 days prior to the expiration date of the initial term.

65

Schedule 5.9(a)(iii)

Material Contracts

Contracts with Minimum Purchase Requirements, etc.

Contracts with exclusive arrangement provisions

Methanol sales agreement between Ashland Distribution and Methanex Methanol Company dated January 1, 2010.

Non-exclusive distributor agreement between Ashland Distribution and Dow Corning Corporation dated January 1, 2009.

Methyl isobutyl ketone (MIBK) sales agreement between Ashland Distribution and Hexion Specialty Chemicals, Inc. dated December 10, 2009.

Authorized distributor agreement between Ashland Distribution and SABIC Innovative Plastics US LLC dated April 13, 2009.

66

Schedule 5.9(a)(iv)

Material Contracts

Contracts not Terminable

None.

67

Schedule 5.9(a)(v)

Material Contracts

Contracts for Purchase with key suppliers

Plastics Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Basell USA Inc. and Basell Canada Inc.		Ashland Distribution, a division of Ashland Inc. and Ashland Canada Corp.		Non-Exclusive Distributor Agreement		3 years from February 1, 2002 – February 1, 2005. Automatically extends for consecutive 12 months unless terminated by either party with at least 180 days written notice prior to the end of the initial term or the end of any extension.
SABIC Innovative Plastics US LLC		Ashland Distribution, a division of Ashland Inc		Authorized Distributor Agreement		April 13, 2009 – April 12, 2011. Automatically renews for 1 year terms unless terminated by either party with at least 180 days written notice prior to the expiration of the initial term or renewal term.
Paxon Polymer Company LP		Ashland Chemical Company		Distributor Agreement		January 1, 1996 – December 31, 1998 and automatically continues until terminated by either party with at least 90 days prior written notice.
Exxonmobil Chemical Canada, a division of Canada Imperial Oil Limited		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		January 1, 2007 – December 31, 2008 and continues year-to-year thereafter unless terminated by either party with at least 180 days written notice.
Exxonmobil Chemical Company, a division of Exxon Mobil Corporation		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		March 24, 2006 – March 31, 2009. The agreement may be extended by mutual agreement of the parties in writing prior to the termination date.
Flint Hills Resources, LP		Ashland Distribution, a division of Ashland Inc.		Distributorship Agreement		1 year from July 1, 2009 and continues thereafter until terminated by either party providing at least 120 days written notice of termination before the end of the initial term or at any later time. However, either party may terminate the Agreement effective at any time by giving the other at least 6 months prior written notice of the effective date of termination.
BASF Corporation		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		October 1, 2009 and continues for a period of 5 years. Either party may terminate this Agreement by giving the other party at least 90 days prior written notice.

68

Supplier		Ashland Entity		Contract Type		Term/Termination
Sunoco Chemicals, Inc.		Ashland Distribution, a division of Ashland Inc.		Polypropylene Distributor Agreement		June 1, 2009 – May 31, 2011. Automatically renews for 1 year terms unless either party sends written notice of intent not to renew to the other at least 180 days prior the expiration date of the initial or any renewal term. However, either party may terminate the agreement at any time without cause on 180 days prior written notice.
E.I. du Pont De Nemours and Company		Ashland Inc.		Distributor Agreement		January 1, 2008 – December 31, 2009.
E.I Du Pont De Nemours and Company		General Polymers, division of Ashland Chemical, Inc.		Distributor Agreement		January 1, 1993 – December 31, 1993 and from year to year thereafter, unless terminated on 90 days written notice by either party.
Georgia Gulf Chemicals & Vinyls		Ashland Distribution, division of Ashland Inc.		Distributor Agreement		March 1, 2008 – December 31, 2012 and continues thereafter until terminated by either party with at least 180 days prior written notice.
Xxxxxxx Chemical Company		Ashland Distribution, a division of Ashland Inc		Distributor Agreement		Effective June 1, 2005 and continues thereafter until terminated by either party giving the other party not less than 180 days written notice.

Chemical Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Dow Corning Corporation		Ashland Distribution, a division of Ashland Inc.		Non-Exclusive Distributor Agreement		January 1, 2009 – December 31, 2010 and may be extended upon the mutual written agreement of the parties. Either party may terminate the Agreement with 60 days written notice.
Xxxxxxx Chemical Company		Ashland Distribution, a division of Ashland Inc.		Distributor’s Agreement		September 1, 2003 and continues in effect thereafter until terminated by either party giving the other party not less than 180 days written notice.
Methanex Methanol Company		Ashland Distribution, a division of Ashland Inc		Methanol Sales Agreement		January 1, 2010 – December 31, 2013. The Agreement shall automatically renew on an annual basis unless terminated by either party with at least 180 days written notice.
Shell Chemical LP		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		May 1, 2008 – December 31, 2009 and shall continue thereafter for additional 1 year terms unless terminated by either party upon 90 days prior written notice before the end of the Initial term or any subsequent time thereafter.

69

Supplier		Ashland Entity		Contract Type		Term/Termination
Rhodia Inc.		Ashland Inc.		Exclusive Sales and Distribution Agreement		January 1, 2008 – December 31, 2012.
Lyondell/Equistar		Ashland Inc.		0000 Xxxxxxxx Xxxx
Xxxxx Xxxxx Resources, L.P.		Ashland Distribution, a division of Ashland Inc.		Solvents Sales Agreement		October 1, 2005 – September 30, 2006 and continues in effect for additional 1 years periods unless terminated by either party upon written notice at least 60 days before the end of the Initial Term or any renewal term.
MEGlobal Americas Inc.		Ashland Distribution, a division of Ashland Inc.		Distributor Agreement		January 1, 2006 – December 31, 2008 and continues thereafter for 1 year periods unless either party provides written notice of termination on or before June 30 of the applicable year.
Afton Chemical Corporation		Ashland Distribution, a division of Ashland Inc.		Distributorship Agreement		Effective April 17, 1996 and continues for 1 year. Automatically renews from year to year thereafter. Either party may terminate the Agreement effective at any time by sending 60 days prior written notice.
Marathon Petroleum Company, LP		Ashland Distribution, a division of Ashland Inc.		Special Products Sales Agreement		Anticipated effective date is November 15, 2010 and continues until December 31, 2013 and automatically renews for successive 1 year terms unless either party sends written notice of termination at least 180 days prior to the end of the Initial Term or any subsequent 1 year renewal term.
ConocoPhillips Company		Ashland Distribution, a division of Ashland Inc.		Sales Contract		October 15, 2010 – December 31, 2011 and continues from year to year thereafter until terminated by either party upon at least 6 months prior written notice.

Composites Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
Reactive Polymers Division of Reichhold Chemicals, Inc.		Ashland Chemical Inc., FRP Supply Division		Distributor Agreement		Effective September 26, 1992 for a period of 5 years and continues thereafter from year to year until terminated by either party upon 6 months written notice prior to the end of any annual anniversary date of the Agreement.
CPIC Fiberglass

70

Supplier		Ashland Entity		Contract Type		Term/Termination
PPG Industries, Inc.		Ashland Chemical Company, a division of Ashland Inc.		Fiber Glass Sales Agreement		January 1, 199 – December 31, 2002 and may continue on a year to year basis if, on or before October 31, 1999, and each October 31thereafter, the parties agree in writing on the amended contract terms for eachsubsequent year.

Environmental Services Key Suppliers

Supplier		Ashland Entity		Contract Type		Term/Termination
TRADEBE Environmental Services LLC		Ashland Inc.		Master Waste Services Agreement		Effective May 19, 1998 and shall continue in effect until terminated by either party upon at least 90 days prior written notice.
American Environmental Services (AES) LLC		Ashland Inc.		Contract for Waste Disposal/Solvent Recycling		Effective February 1, 2003 and remains in effect until terminated by either party upon 30 days prior written notice.
Veolia Environmental Services Technical Solutions		Ashland Inc.		Contract for Waste Disposal/Solvent Recycling		Effective March 31, 2000 and remains in effect until terminated by either party upon 30 days prior written notice.
Environmental Quality Company		Ashland Chemical Company, division of Ashland Inc.		Contract for Waste Disposal/Solvent Recycling		Effective December 3, 1998 and remains in effect until terminated by either party upon 30 days prior written notice.
Vexor Technology, Inc.		Ashland Inc.		Contract for Waste Disposal/Solvent Recycling		Effective December 15, 2000 and remains in effect until terminated by either party upon 30 days prior written notice.
Giant Resource Recovery Company, Inc., Giant Resource Recovery, Inc., M&M Chemical Company, Southeastern Chemical & Solvent Company, and Keystone Cement Company		Ashland Inc.		Waste Handling Agreement		Effective September 8, 2000 and remains in effect for 1 year. The Agreement automatically renews for 1 year and shall renew automatically for successive 1 year terms unless either party at the expiration of the initial term or at the expiration of any 1 year renewal term provides at least 90 days written notice of termination.

71

Supplier		Ashland Entity		Contract Type		Term/Termination
VLS Recovery Services LLC		Ashland Distribution and Ashland Specialty Chemical Company, divisions of Ashland Inc.		Waste Material Services Agreement (Agreement No. EM- 2075)		Effective September 8, 1999 and remains in effective until terminated by either party upon 30 days written notice.
United Liquid Waste Recycling, Inc.		Ashland Inc.		Contract for Waste Disposal/Solvent Recycling		Effective July 1, 2003 and remains in effect until terminated by either party upon 30 days prior written notice.

72

Schedule 5.9(a)(vi)

Material Contracts

Contracts for Joint Ventures, etc.

None.

73

Schedule 5.9(a)(vii)

Material Contracts

Contracts Relating to Indebtedness

Capital lease (lease number 0253820-400) with Xxxxx Fargo for GPS equipment in the amount of $279,968.17.

Capital lease (lease number 0253820-401) with Xxxxx Fargo for GPS equipment in the amount of $165,141.38.

74

Schedule 5.9(a)(viii)

Material Contracts

Contracts concerning Non-Competition

None.

75

Schedule 5.9(a)(ix)

Material Contracts

Contracts for Severance

Ashland Inc. Severance Pay Plans

76

Schedule 5.9(a)(x)

Material Contracts

Collective Bargaining Agreements

Union Contracts - US

Third Party		Ashland Entity		Location
The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, Local 397		Ashland Distribution, Ashland Inc.		Carteret, NJ
Brotherhood of Teamsters and Auto Truck Drivers, Local No. 70 of Alameda County		Ashland Distribution Company, Subsidiary of Ashland Inc.		Fairfield, CA
I.B.T. Local 89		Ashland Distribution		Louisville, KY
United Steel Workers, Local 286		Ashland Distribution, Division of Ashland Inc.		Morrisville, PA
Automotive, Petroleum and Allied Industries Employees Union, Local 618		Ashland Distribution Company, Division of Ashland Inc.		St. Louis, MO
Teamsters Local Union No. 348 Affiliated with the International Brotherhood of Teamsters		Ashland Distribution Company, Division of Ashland Inc.		Twinsburg, OH
I.B.T. Local 781		Ashland Distribution Company		Willow Springs, IL
Truck Drivers, Oil Drivers, Filling Station and Platform Workers Union, Local No. 705		Ashland Distribution Company, Division of Ashland Inc.		Willow Springs, IL

Ashland has entered into the following Extension Agreements with respect to certainUnion Contracts that had expired prior to Closing:

1. Extension Agreement between Ashland Distribution Company and United SteelPaper and Forestry, Rubber Manufacturing, Energy, Allied Industrial and ServiceWorkers International Union, Local 397, dated March 4, 2011.

2. Extension Agreement between Ashland Distribution Company and InternationalBrotherhood of Teamsters, Local 781, dated February 28, 2011.

3. Extension Agreement between Ashland Distribution Company and InternationalBrotherhood of Teamsters, Local 89, dated March 10, 2011.

77

EMEA National/Country Collective Agreements Europe

Third Party		Ashland Entity		Location
National Paritair Committee Chemie (Chemical Industry Agreement)		Ashland Belgium B.V.B.A.		Mechelen, Belgium
Muovituoteteollisuuden xx xxxxxx tuoteteollisuuden tyoehtosopimus (collective agreement of plastic product industry and chemical product industry)		Ashland Finland OY		Finland
Collective National Agreement for Chemical Industry		Ashland France SAS		Bezon, France
AGA (white collar employees)		Valvoline (Deutschland) G		Stuttgart, Germany
Collective National Agreement for Chemical Industry		Ashland Italia S.P.A.		Milan, Italy
Convenio General de la Industria Quimica (CGIQ) (Chemical Industry Agreement)		Ashland Chemical Hispania		Barcelona, Spain
Tjanstemannaavtalet Industri och Kemigruppen - SIF, CF, Ledarna (Chemical Industry Agreement)		Ashland Sweden AB		Stenungsund, Sweden

EMEA Country Works Council/Employee Representative Groups

Parties		Ashland Entity		Location
Works Council: internally elected employees (approval necessary with local Labor Inspector approval)		Ashland France SAS		Bezon, France
Works Council: internally elected employees (legal entity included in the Offenbach works council jurisdiction)		Valvoline (Deutschland) G		Stuttgart, Germany
Works Council: currently being formed via internal employee elections but at this time is not officially organized		Ashland Chemical Hispania		Barcelona, Spain
Works Council: internally elected employees (represent both business and shared service employees)		Ashland Nederland B.V.		Barendrecht, Netherlands

78

Schedule 5.9(a)(xi)

Material Contracts

Contracts Advancing Loans to Employees

$115,000 employee loan to Xxxxxx Xxxxxxx.

79

Schedule 5.10, Part I

Intellectual Property Rights

Patents

Patent License Agreement, dated as of July 1, 2004, between Equistar Chemicals, LP and Ashland Inc. granting Ashland Inc. an exclusive license to practice the technologies in the United States, Canada and Mexico, and a non-exclusive license to practice the technologies outside of the United States, Canada and Mexico.

80

Schedule 5.10, Part II

Intellectual Property Rights

Trademarks

Country		Trademark		Registration No.		Class
Canada		DISTRIBUTION DONE RIGHT		TMA637923		N/A
Mexico		DISTRIBUTION DONE RIGHT		790677		35
Mexico		DISTRIBUTION DONE RIGHT		748348		42
United States		DISTRIBUTION DONE RIGHT		3265442		35 and 00
Xxxxxx Xxxxxx		XX-XXX		000000		0
Xxxxxx Xxxxxx		HIVAL		1778942		17
Canada		THE SITE THAT NEVER SLEEPS		TMA578985		N/A

81

Schedule 5.10, Part III

Intellectual Property Rights

Copyrights

None.

82

Schedule 5.10, Part IV

Intellectual Property Rights

Software

None.

83

Schedule 5.10, Part V

Intellectual Property Rights

Domain Names and Registrations

Domain Name

xx0xxxxxxxxxxxx.xxx

xx0xxxxxxxxxxxx.xxx

xx0xxxxxxxxxxxx.xxx

xxxxxxxxxxxxxxxx.xxx

xxxxxxxxxxxxxxxx.xxx

84

Schedule 5.10, Part VI

Intellectual Property Rights Agreement Exceptions

None.

85

Schedule 5.10(b)

Intellectual Property Rights Exceptions

Xxxxxxx, a customer of Ashland Inc.’s rotolining polyolefin product, received a notice of patent infringement from Xxxxxxxx Technology. Ashland Inc. supplies the product under a License Agreement from Equistar Chemicals, LP which license is assignable.

86

Schedule 5.10(d)

Intellectual Property Rights Exceptions

Xxxxxxx, a customer of Ashland Inc.’s rotolining polyolefin product, received a notice of patent infringement from Xxxxxxxx Technology. Ashland Inc. supplies the product under a License Agreement from Equistar Chemicals, LP which license is assignable.

87

Schedule 5.14

Environmental Matters Exceptions

Section 5.14(a), (b), (c), (d) and (e)

1. Please see matters described on, or listed in Exhibit A to, Schedule 1.1(d) (“Specified Retained Remediation Liabilities”).

2. Please see properties listed on attached Exhibit A (“Third Party/Superfund Claims”) to Schedule 5.14.

3. Environmental Notices may have been received or threatened, or Orders or Proceedings may have been issued or may be pending or threatened, relating to Excluded Assets (including real property formerly owned, leased or operated by Ashland) which are not listed specifically on Exhibit A to Schedule 5.14.

4. Please see Proceedings listed on Schedule 5.15(a) (“Proceedings Exceptions”).

5. Many of the operating facilities have accommodations for the unloading of bulk tanker trucks and bulk railcars (“rolling stock”). Employees are occasionally required to climb up on the rolling stock in order to accomplish various tasks. In the past, OSHA has not specifically required mechanical or physical fall protection in these types of work areas, as described in a 1996 enforcement policy regarding such protections. However, OSHA’s interpretation of its standards and rules may be changing, and in certain instances where such physical fall protection is feasible, e.g., through the use of scaffolding or handrails, certain fall protection may be deemed in the future to be required under existing regulations. Ashland Distribution is in the process of evaluating its facilities to determine whether and where such fall protection is feasible and potentially required.

Section 5.14(f)

6. Please see items and matters listed on Schedules 5.4, 5.8(a) (relating to Encumbrances), 5.15 and 5.16.

88

Privileged and Confidential Ashland Distribution Facilities and Third party / Superfund Claims Team Connect – October 2010
Exhibit A to Schedule 5.14
Claimant		Address		State		Alleged Nexus
Owned or Formerly Owned Facilities
Akron, OH		000 Xxxxxx Xxxx, Xxxxx, XX		OH		Distribution Facility
Atlanta		0000 XX Xxxxxxx, Xxxxxxxxx, XX		GA		Distribution Facility
Xxxxx Xxxxx, XX		00000 S Choctaw Dr, Baton Rouge, LA		LA		Distribution Facility
Binghamton, NY		0 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxx County, NY		NY		Distribution Facility
Birmingham, AL		0000 Xxxx Xxxxxx, Xxxxxxxxxx, XX		AL		Distribution Facility
Buffalo		0000 Xxxxx Xxxx, Xxxxxxxxx, XX		NY		Distribution Facility
Catlettsburg		Catlettsburg, KY		KY		Distribution Facility
Chandler, AZ		0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX		AZ		Distribution Facility
Charlotte, NC		0000 Xxxxxxxx Xx., Xxxxxxxxx, XX		NC		Distribution Facility
Chicago (Willow Springs, IL),		0000 X Xxxxxx Xxxxxxx Xx, Xxxxxx Xxxxxxx, XX		IL		Distribution Facility
Cincinnati (Evandale)		Evandale Industrial Park, Evandale, OH		OH		Distribution Facility
Cincinnati		0000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX		OH		Distribution Facility
Clearfield, Utah (Salt Lake City)		Freeport Center Industrial Park, Clearfield, UT		UT		Distribution Facility
Cleveland		Xxxx 00xx Xxxxxx, Xxxxxxxxx, XX		XX		Distribution Facility
Columbia, SC		000 Xxxxxx Xx, Xxxxxxxx Xxxxxx, Xxxxxxxx, XX		SC		Distribution Facility
Columbus		0000 Xxxxxx Xxxx, Xxxxxxxx, XX		OH		Distribution Facility
Dallas and Xxxxxx Construction Company		0000 Xxxx Xx, Xxxxxxx, XX		TX		Distribution Facility & neighboring property owner claim
Dayton		0000 Xxxxxxxxxx Xx X, Xxxxxx, XX		OH		Distribution Facility
Detroit		0000 Xxxxxxx Xxx, Xxxxxxx, XX		MI		Distribution Facility
Fort Xxxxx, IN		Fort Xxxxx, IN		IN		Distribution Facility
Fresno		0000 X Xxxxxxxx Xxxxxx, Xxxxxx, XX		CA		Distribution Facility
Glenrose Avenue		0000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, XX		MI		Distribution Facility
Greensboro, NC Lindley Estate		2800 Patterson Street, Greensboro, NC		NC		Distribution Facility
Greenville Bi-Lo Mauldin, SC		100 Industrial Blvd, Greenville, SC		SC		Distribution Facility
Houston - Old Galveston Road Distribution Facility		8901 Old Galveston Road, Houston, TX		TX		Distribution Facility
Indianapolis, IN		8315 East 33rd Street, Indianapolis, Marion County, IN		IN		Distribution Facility
Jackson, MS		455 Industrial Drive, Jackson, MS		MS		Distribution Facility
Jacksonville, FL		1645 N McDuff Avenue, Jacksonville, FL		FL		Distribution Facility

89

Privileged and Confidential Ashland Distribution Facilities and Third party / Superfund Claims Team Connect – October 2010
Exhibit A to Schedule 5.14
Claimant		Address		State		Alleged Nexus
Jacksonville, AR		Jacksonville, AR		AR		Distribution Facility
Kansas		5420 Speaker Road, Kansas City, KS		KS		Distribution Facility
Knoxville		5263 National Drive, Knox County, Knoxville, TN		TN		Distribution Facility
Louisville		1300 Southwestern Pkwy, Louisville, KY		KY		Distribution Facility
Memphis, TN
Barr& Company		2351 Channel Ave, Memphis, TN		TN		Distribution Facility
Menasha, WI		204 Madison Street, Menasha, WI		WI		Distribution Facility
Mesa, AZ		Mesa, AZ		AZ		Distribution Facility
Miami, FL		200 NE 181St St, Miami, FL		FL		Distribution Facility
Milwaukee, WI		1033 N Hawley Rd, Milwaukee, WI		WI		Distribution Facility
Mobile & Related Coleman, etal Litigation		701 Western Dr, Mobile, AL		AL		Distribution Facility
Moline, IL		6600 John Deer Rd, Moline, IL		IL		Distribution Facility
Montreal East		10515, rue Notre-Dame Est, Montreal, Est				Distribution Facility - Leased
Newark, NJ		221 Foundry Street, Newark, NJ		NJ		Distribution Facility
Orlando, FL & Orlando Central Park		1929 Directors Row, Orlando, FL		FL		Distribution Facility
Philadelphia		100 North Commerce Dr, Aston, PA		PA		Distribution Facility
Pittsburgh		150 West Fourth Ave, Freedom, PA		PA		Distribution Facility
Raleigh, NC The News and Observer Dumas Oil Property		1415 S Bloodworth St, Raleigh, NC		NC		Distribution Facility& neighboring property owner claim
Rensselaer, NY		South Street, Rensselaer, NY		NY		Distribution Facility
Roanoke		2410 Patterson Avenue, Roanoke, VA		VA		Distribution Facility
San Juan PR		San Juan Puerto Rico				Distribution Facility
Santa Fe Springs, CA		10505 S Painter Ave, Santa Fe Springs, CA		CA		Distribution Facility
Savannah, GA		400 Telfair Rd, Savannah, GA		GA		Distribution Facility
Seattle, WA		Seattle, WA		WA		Distribution Facility
South Bend, IN		1817 W Indiana Ave, South Bend, IN		IN		Distribution Facility
St Louis		7710 Polk Street, St Louis, MO		MO		Distribution Facility
Tampa & Related Hanna Litigation		5125 W Hanna Avenue, Tampa, FL		FL		Distribution Facility & neighboring property owner claim (Ashland purchased neighboring property)
Tewksbury, MA		400 Main Street, Tewksbury, MA		MA		Distribution Facility
Tulsa, OK		3535 W 21st Street, Tulsa, OK		OK		Distribution Facility
Turner Street		2011 Turner St, Lansing, MI		MI		Distribution Facility
- Carteret, NJ		350 Roosevelt Avenue, Carteret, NJ		NJ		Distribution Facility

90

Privileged and Confidential Ashland Distribution Facilities and Third party / Superfund Claims Team Connect – October 2010
Exhibit A to Schedule 5.14
Claimant		Address		State		Alleged Nexus
- Port Tampa		Port Tampa, FL		FL		Distribution Facility
Charlotte, NC		601 North Hoskins Road, Charlotte, NC		NC		Distribution Facility
Conshohocken, PA		201 Colwell Lane, Conshohocken, PA		PA		Distribution Facility
Dallas		Dallas, TX		TX		Distribution Facility
Houston		Houston, TX		TX		Distribution Facility
Middletown		Middletown, OH		OH		Distribution Facility
Nashville		Nashville, TN		TN		Distribution Facility
Twinsburg		1610 East Highland Rd, Twinsburg, OH		OH		Distribution Facility
Third Party and Superfund Sites with alleged Distribution Connection
American Chemical Services (Ashland) Superfund Site		Griffith, Lake County, Indiana		IN		Shipments to site from Distribution Willow Springs
Barrels Inc. (Ashland) Superfund Site		1332-1404 North Larch Street, Lansing, MI		MI		Lansing Distribution
Bay Drum (Ashland) Superfund Site– Florida		Tampa, FL		FL		Shipments to site from Distribution Tampa, FL
Bellaire Ohio (Ashland) Superfund Site (North Guernsey)		4900 N. Guemsey Street, Belmont County, Bellaire, OH		OH		Formerly owned site operated as Distribution Facility
Carpentersville Waste S		Kane County, Carpentersville, IL		IL		Chicago Distribution allegedly used facility
Chem Dyne (Ashland) Superfund Site		Hamilton, OH		OH		Cincinnati, Indianapolis & Louisville Distribution
Chemical Recovery Systems (Ashland) Superfund Site		142 Locust Street, Elyria, OH		OH		Ashland Drums from Distribution Akron, Dayton & Freedom(Pittsburgh)
Ferriot, Inc.		Mogadore Road, Akron, OH		OH		Neighbor of former Distribution Plant
Hardage Criner (Ashland) Superfund Site		Criner, OK		OK		Oklahoma Distribution
Lammers Barrel Factory		Beavercreek, Greene County, OH		OH		Indianapolis, Dayton & Columbus Distribution named as customers of facility
Passaic River/Diamond Alkali		Passaic River, NJ		NJ		Distribution Newark
Phillip Services (Ashland) Superfund Site		2324 Vernsdale Road, Rock Hill, SC		SC		Shipments from Savannah, Lansing. Raleigh, & Charlotte
Pollution Abatement Services (Ashland) Superfund Site		East Seneca Street, Oswego, NY		NY		Binghamton & Rensselaer Distribution
Rouse Steel Drum (Ashland) Superfund Site		612 East 12th Street, Jacksonville, Duval County, FL		FL		Jacksonville Distribution sent drums for reconditioning
Scientific Chemical Process (Ashland) Superfund Site		216 Paterson Plank Road, Carlstadt, NJ		NJ		Wastes from Newark NJ Resins, Fords Resins & Binghamton Distribution
Seaboard Chemical Corp (Ashland)		Riverdale Drive, Jamestown, Guilford County, NC		NC		Raleigh Distribution Facility
Sealand Restoration Sit		Lisbon, St. Lawrence County, NY		NY		Binghamton, Rensselaer & Syracuse Distribution

91

Privileged and Confidential Ashland Distribution Facilities and Third party / Superfund Claims Team Connect – October 2010
Exhibit A to Schedule 5.14
Claimant		Address		State		Alleged Nexus
Seymour Indiana (Ashland) Superfund Site		Freeman Field Industrial Park, Seymour, IN		IN		Indianapolis & Cincinnati Distribution
Solvents Recovery Services (Ashland) Superfund Site		Lazy Lane, Southington, CT		CT		Shipments to site from Distribution Binghamton, NY
Soo Line Railroad (Ashland) Superfund Site		2900 Central Avenue NE, Minneapolis, MN		MN		Formerly owned site operated as Distribution Facility
Tri Cities Barrell		Fenton, Broome County, NY		NY		Binghamton Distribution used as drum Reconditioner

92

Schedule 5.15(a)

Proceedings Exceptions

Riva and Corrieri v. Ashland Inc.: 09-CV-12074-MLW, U.S. District Court for the District of Massachusetts - Class action lawsuit against Ashland Inc. arising out of a November 2006 explosion which occurred at a facility occupied by a customer of Ashland Distribution. Plaintiffs’ claims are for breach of warranty, negligence, failure to warn, public nuisance and unfair and deceptive acts.

Melvia Jean Dugan v. Ashland Inc.: This wrongful death action was filed on January 27, 2011 by the widow of a man who died while cleaning a tank at an Ashland Distribution facility in Nashville, Tennessee. This case has been removed to federal court.

Explotaciones Sant Just S.A.: Spain - Ashland Chemical Hispania S.A. is the tenant of a warehouse and factory in Barcelona. On May 4, 2009, a fire broke out in the warehouse. Explotaciones Sant Just S.A., the owner of the property, and AXA Seguros Generales, the owner’s insurance company, assert that Ashland’s activities at the facility were the cause of the fire which caused property damage to the building. Ashland Chemical Hispania S.A. has asserted a claim against Explotaciones Sant Just S.A. for loss of inventory. It is Ashland Chemical Hispania S.A.’s contention that the fire was caused by the condition and characteristics of the electrical wiring. On March 1, 2011, the court rendered a ruling. Ashland’s claim of Euro 505.319,32 was granted. The counterclaim was denied. AXA Seguros Generales has the opportunity to appeal the court ruling.

Pollution Control Industries, Inc. v. Henkel Corp. v. Ashland Inc.: Lake Superior Court, East Chicago, Indiana. Ashland Inc. is a third party defendant in connection with a fire which occurred at PCI’s facility in 2005 as cylinders delivered by Ashland Inc. and provided by Henkel were being processed. Both PCI and Defendant Henkel have claims pending against Ashland Inc. in connection with the fire. Plaintiff is seeking $1,700,000 in damages.

Painter Liquidation, LLC v. Ashland Inc.: Central District of California. The underlying litigation has concluded. The litigation involved a contractual dispute arising from an Environmental Indemnity Agreement, and whether Ashland Inc. was obligated to pay for the cost of removing certain materials the plaintiffs deemed Existing Hazardous Material under the contract. The judge in this bench trial awarded a small amount of damages in favor of the Plaintiff ($129,781.83 including pre and post-judgment interest).

Toxic Tort-Cases - Various Plaintiffs. Ashland is subject to claims alleging personal injury caused by exposure to benzene and benzene containing products, silica and other various chemicals manufactured or distributed by Ashland.

Anti-Dumping Duty Investigation: On March 11, 2011, the government of Mexico announced the initiation of an anti-dumping duty investigation on imports of Ethylene Glycol Monobutyl Ether (“EGBE”) from the United States. Although Ashland Inc. has not been served with any notice in connection with the investigation, Ashland Inc. is one of the companies listed as an exporter in the notice of initiation. According to the notice of initiation, interested parties have twenty eight (28) days from the date of initiation to submit responses containing information and arguments for consideration by Unidad de Prácticas Comerciales Internacionales (UPCI).

93

Schedule 5.16(i)

Material Governmental Authorizations Constituting Conveyed Assets

1. Items listed on attached Exhibit A to Schedule 5.16(i) relating to transportationpermits.

2. Items listed on attached Exhibit B to Schedule 5.16(i) relating to environmental permits.

94

Exhibit A to Schedule 5.16(i)

Please see attached Exhibit A to Schedule 5.16(i).

95

Exhibit A to Schedule 5.16(i)

Transportation Permits - Transferable

Permit		Status		Expiration Date		Permit Number		Vehicle Specific (Y/N)
Canadian Carrier Code				Non Expiring		1645		No
Federal Motor Carrier Authority				Non Expiring		402274
DOT SP-10850		Current		12/31/2010		SP 10850		Apply for Emergency Party to status
DOT SP 11834		Current		12/31/2010		SP 11834		Apply for Emergency Party to status
DOT SP 13124				4/30/2010		SP 13124		Apply for Emergency Party to status
DOT SP 11624		Expired						Apply for Emergency Party to status

96

Exhibit A to Schedule 5.16(i)

Transportation Permits - Transferable

Permit		Status		Expiration Date		Permit Number		Vehicle Specific (Y/N)
Maryland Controlled Hazardous Substances (CHS) Hauler Permit				6/30/2011		HWH 444		Yes
Wisconsin Hazardous Waste				9/30/2011		11548

97

Exhibit B to Schedule 5.16(i)

Please see attached Exhibit B to Schedule 5.16(i).

98

Exhibit B to Schedule 5.16(i)

Environmental Permits - Transferable

Site		Type of Permit		Permit #		Transferable (Y/N)
Baton Rouge, LA		Air		0840-00092-01		Yes
Baton Rouge, LA		Water - NPDES		LA 0107387		Yes
Baton Rouge, LA		RCRA ID #				Yes
Binghamton, NY		Water		No Exposure Certification		Yes
Binghamton, NY*		Hazardous Waste Storage (Part B)		7-0302-00068/00011		Yes
Birmingham, AL		Water - NPDES		AL0021695		Yes
Birmingham, AL		RCRA ID #		ALD061149712		Yes
Carson, CA		Air		107555		Yes
Carson, CA		RCRA ID #				Yes
Carteret, NJ		Air		PCP 080001		Yes
Carteret, NJ		Water - NPDES		NJ0088315		Yes
Carteret, NJ		RCRA ID #				Yes
Catano, PR		RCRA ID #				Yes
Chandler, AZ		Air		970041 Rev 3		Yes
Chandler, AZ		RCRA ID #		AZD981577273		Yes
Charlotte, NC		Air		06-103-119		Yes
Charlotte, NC*		Hazardous Waste Storage (Part B)		NCD061263315-R2		Yes
Clearfield, UT		Air		DAQE-AN0101480006-09		Yes
Clearfield, UT		Hazardous Waste Storage (Part B)		UTD048406144		Yes
Columbia, SC		Air		1900-0045		Yes
Columbia, SC		RCRA ID #				Yes
Columbus, OH		Air		P0103763		Yes
Columbus, OH		RCRA ID #		OHD000816736		Yes
Dayton, OH*		Hazardous Waste Storage (Part B) - US EPA		05-57-0631		Yes
Dayton, OH*		Hazardous Waste Storage (Part B) - Ohio EPA		OHD074700311		Yes
Dayton, OH		Water		No Exposure Certification		Yes
Dayton, OH		Air		P0093438		Yes
Denver, CO		Air		94AD347		Yes
Denver, CO		RCRA ID #		COD041097023		Yes
Doraville, GA		RCRA ID #				Yes
Doraville, GA		Air		5161-089-0072-S-01-1		Yes
Elkhart, IN		Air		Registration Notice		Yes
Elkhart, IN		RCRA ID #				Yes
Evendale, OH		air - OEPA		P0105417 - FESOP		Yes
Evendale, OH		RCRA ID #		OHD002899912		Yes
Fairfield, CA		Air		7618		Yes
Fairfield, CA		RCRA ID #				Yes
Fontana, CA		RCRA ID #				Yes
Freedom, PA		Water		No Exposure Certification		Yes
Freedom, PA		Hazardous Waste Storage (Part B)		PAD000797548		Yes
Garland, TX		Hazardous Waste Storage (Part B)		50007		Yes
Garland, TX		Air		75363		Yes
Garland, TX		Used Oil Filter Handler Registration (for Storage Facility and Transporter)		A85797		Yes
Garland, TX		Waste Generator/ Transporter Registration		32371		Yes

99

Site		Type of Permit		Permit #		Transferable (Y/N)
Houston, TX		Air		457		Yes
Houston, TX		Used Oil Filter Handler Registration (for Storage Facility and Transporter)		A85920		Yes
Houston, TX		Waste Generator/ Transporter Registration		31043		Yes
Houston, TX		RCRA ID #				Yes
Kansas City (Speaker), KS		Air		Class II Operating Permit #2090232		Yes
Kansas City (Speaker), KS		Storage Tank Registration				Yes
Kansas City (Speaker), KS		Hazardous Waste Storage (Part B)		KSD057889313		Yes
Knoxville, TN		RCRA ID #		TND095058541		Yes
Knoxville, TN		Used Oil		UOP471038025		Yes
Knoxville, TN		Air		S-0631		Yes
Lansing, MI		Air		611-82B		Yes
Lansing, MI		RCRA ID #		MID980683726		Yes
Louisville, KY		air - Jefferson Cty		98-01 F		Yes
Louisville, KY		Water - NPDES		KY0021610		Yes
Louisville, KY		RCRA ID #		KYD024041063		Yes
Memphis, TN		RCRA ID #		TND048319644		Yes
Memphis, TN		Used Oil		UOP791068039		Yes
Menasha, WI		Air		471093150-f10		Yes
Menasha, WI		RCRA ID #				Yes
Miami, FL		air - Miami-Dade County and State		0250634-004-AO		Yes
Miami, FL		tank registrations- Miami Dade county		ID 8622314		Yes
Miami, FL		industrial waste permit- Miami Dade county		IW-000180-2010/2011		Yes
Miami, FL		RCRA ID #		FLD059861344		Yes
Midland, TX		Air		2407B		Yes
Midland, TX		Used Oil Filter Handler Registration (for Storage Facility and Transporter)		A85924		Yes
Midland, TX		Waste Generator/ Transporter Registration		41328		Yes
Midland, TX		RCRA ID #				Yes
Mobile, AL		Water - NPDES		AL0056316		Yes
Mobile, AL		RCRA ID #				Yes
Mobile, AL		Storage Tank Registration				Yes
Morrisville, PA		RCRA ID #				Yes
Nashville (Clifton), TN		Used Oil		UOP191028007		Yes
Sand Springs, OK		Air		2005-045-O		Yes
Savannah, GA		RCRA ID #				Yes
Shakopee, MN		Air		824-001		Yes
Shakopee, MN		Hazardous Waste Storage (Part B)		MND000686709		Yes
South Bend, IN*		Hazardous Waste Storage (Part B)		IND016621476		Yes
St. Louis (Polk), MO		Air		10-02-006		Yes
St. Louis (Polk), MO		RCRA ID #				Yes
St. Paul, MN		air - MPCA		00001460-001		Yes
St. Paul, MN		Water - NPDES		MN0053988		Yes
St. Paul, MN		tank regis- MPCA		003301-088		Yes

100

Site		Type of Permit		Permit #		Transferable (Y/N)
St. Paul, MN		RCRA ID #		MND980793442		Yes
Tampa, FL		air - Hillsborough County		0570096-004-AF		Yes
Tampa, FL		RCRA ID #		FLD067230771		Yes
Tewksbury, MA		Air		MBR-94-RES-117		Yes
Tewksbury, MA		RCRA ID #				Yes
Tonawanda, NY		Air		Registration ID 9-1464-00008/0200		Yes
Tonawanda, NY		Bulk Storage Tank Registration				Yes
Tonawanda, NY		Industrial Sewer Connection Permit		#250		Yes
Tonawanda, NY		RCRA ID #				Yes
Tulsa, OK		Air		2002-531-0		Yes
Tulsa, OK		RCRA ID #		OKD041502089		Yes
Twinsburg (Enterprise), OH		Air		P0104088		Yes
Twinsburg (Enterprise), OH		RCRA ID #				Yes
Twinsburg (Highland), OH		Air		P0104088, 16-02118		Yes
Twinsburg (Highland), OH		RCRA ID #				Yes
Warren, MI		RCRA ID #				Yes
Willow Springs, IL		Air		73020131		Yes
Willow Springs, IL		RCRA ID #				Yes
Willow Springs, IL		Non-Hazardous Waste storage Permit		2008-117-DE/OP		Yes

* An application has been made to split this permit, such that Ashland would retain the Corrective Action portion of the permit and the rest of the permit would transfer to Nexeo. This application is currently pending.

101

Schedule 5.16(ii)

Non-Transferable Material Governmental Authorizations

1. Items listed on attached Exhibit A to Schedule 5.16(ii) relating to transportation permits.

2. Items listed on attached Exhibit B-1 and Exhibit B-2 to Schedule 5.16(ii) relating to regulated chemicals programs.

3. Items listed on attached Exhibit C to Schedule 5.16(ii) relating to environmental permits.

102

Exhibit A to Schedule 5.16(ii)

Please see attached Exhibit A to Schedule 5.16(ii).

103

Exhibit A to Schedule 5.16(ii)

Transportation Permits - Non-transferable

Permit		Status		Expiration Date		Permit Number		Vehicle Specific (Y/N)		Comments
Idaho Hazmat Permit		unit 7690		10/1/2010		1297864		Yes		Not Transferable
Florida Annual OD Permit				10/14/2010		LK028788		Yes		Not Transferable
Utah Annual OD Permit				12/17/2010				Yes		Not Transferable
Nevada Annual OD Permit - Unit 7690				12/31/2010		106934		Yes		Not Transferable
California Hazmat				3/31/2011		CA 9558				Not Transferable
Idaho Hazmat Permit		units 24996, 24952, 34008		4/15/2011		1297864		Yes		Not Transferable
Idaho Hazmat Permit		unit 34071		4/15/2011		1297864		Yes		Not Transferable
Idaho Hazmat Permit		unit 34301		5/27/2011		1297864		Yes		Not Transferable
SCAC Code Renewal				6/30/2011		ASQO		No		Not Transferable
US Hazmat				6/30/2011		051309 551 040R				Not Transferable
US Hazmat Puerto Rico				6/30/2011		052610 551 074S				Not Transferable
Uniform Hazmat (OH)				10/1/2011		UPW-0090502-OH				Not Transferable
Colorado				11/9/2011		HMP-00921				Not Transferable
California Motor Carrier				Non Expiring		9558				Not Transferable
Federal USDOT Number				Non Expiring		90502				Not Transferable
DOT SP-11296		Current		3/31/2011		SP 11296		Apply for Emergency Party to status		Not Transferable
DOT SP-11356		Current		6/30/2013		SP 11356		Apply for Emergency Party to status		Not Transferable
DOT SP 11624		Current		5/31/2014		SP 11624		Apply for Emergency Party to status		Not Transferable
DOT SP 11836		Current		1/31/2014		SP 11836		Apply for Emergency Party to status		Not Transferable
DOT SP 12443		Current		12/31/2013		SP 12443		Apply for Emergency Party to status		Not Transferable
DOT SP 13192		Current		3/31/2011		SP 13192		Apply for Emergency Party to status		Not Transferable
IFTA (IN)				12/31/2010		IN20086585301				Taxes

104

Permit		Status		Expiration Date		Permit Number		Vehicle Specific (Y/N)		Comments
New Mexico Tax ID				12/31/2010		07-050982-00-4		Yes		in process
New York Hut				12/31/2010		20-0865835		Yes		no permit issued
Oregon Mileage				12/31/2010		66612		Yes		Taxes
UCR				12/31/2010
Minnesota Hazmat Shipper Certificate				5/24/2011		100594
TXDOT				Non Expiring		000027690C		Yes

105

Exhibit A to Schedule 5.16(ii)

Transportation Permits - Non-transferable

Permit		Expiration Date		Permit Number		Vehicle Specific (Y or N)		Comments
Missouri Hazardous Waste Transportation License		10/24/2010		07J26001002		Yes		Not Transferable
Arkansas Haz-Waste Transporter Permit		12/1/2010		H-1413				Not Transferable
Florida Haz-Waste Transporter Permit		12/1/2010		OHD042311209				Not Transferable
Davis County (UT) Hazardous Waste		12/31/2010		2007-7				Not Transferable
Kansas Hazardous Waste Permit		12/31/2010		OHD042311209				Not Transferable
Mass. Haz Waste Transporter Permit		12/31/2010		MA LIC262		Yes		Not Transferable
Tennessee Haz-Waste Transporter Permit		1/31/2011		OHD042311209				Not Transferable
Michigan Liquid Industrial Waste Permit		2/22/2011		LIW 0090502 MI				Not Transferable
Pennsylvania Haz-Waste Transporter Permit		2/28/2011		PA-AH0121				Not Transferable
Dade County, FL Haz-Waste Transporter Permit		3/31/2011		LW-000354-2009/2010		Yes		Not Transferable
Idaho Haz-Waste Permit - Units 24996, 24911, 24952 & 34008 (Clearfield)		4/29/2011		070400009901, 070400010001, 070400010101 & 070400009801		Yes		Not Transferable
New Hampshire Haz Waste Transporter Permit		6/30/2011		TNH-0133		Yes		Not Transferable
New Jersey Haz Waste Transporter Permit		6/30/2011		HW DEP H08613				Not Transferable
Rhode Island Haz Waste Transporter Permit		6/30/2011		RI-631		Yes		Not Transferable
Vermont Waste Transporter Permit		6/30/2011				Yes		Not Transferable
Broward County, FL Haz-Waste Transporter Permit		7/31/2011		WT-09-0062				Not Transferable
Maine Haz Waste Transporter Permit		10/27/2011		ME-HW-325 ME-WOT-038		Yes		Not Transferable
New York Haz Waste Transporter Permit		11/30/2011		7A-116		Yes		Not Transferable
California Haz Waste Transporter		3/31/2012		2027				Not Transferable
South Carolina Haz-Waste Transporter Permit		8/15/2012		OHD042311209				Not Transferable
Alabama Haz-Waste Transporter Permit		10/25/2012		OHD042311209				Not Transferable
Connecticut Haz Waste Transporter Permit		6/25/2013		CT-HW-537				Not Transferable
Delaware Haz Waste Transporter permit		12/31/2013		DE-HW-157		Yes		Not Transferable

106

Permit		Expiration Date		Permit Number		Vehicle Specific (Y or N)		Comments
Virginia Haz-Waste Transporter Permit		4/7/2014		OHD0423112094				Not Transferable
Kentucky Hazardous Waste Permit		Non Expiring		82195				Not Transferable
North Dakota Solid Waste Transporter Permit		7/24/2011		WH-583
Puerto Rico Haz-Waste Transporter Permit

107

Exhibit B-1 to Schedule 5.16(ii)

Please see attached Exhibit B-1 to Schedule 5.16(ii).

108

Exhibit B-1 to Schedule 5.16(ii)

Regulated Chemical Permits – Non-transferable

Compliance Items		Responsibility		Notes
ADC-Export License - Chemical Weapons of triethanolamine		Resource Group
EH&S - Product Approvals - US (corp) Alcohols APPROVAL: ALCOHOL FORMULATIONS		Resource Group
AD Customer Support Controls - US (corp) Alcohols CONTROLS: AUTHORIZATION of SALE		Resource Group
AD Data Central Controls - US (corp) Alcohols CONTROLS: AUTHORIZATION of SALE		Resource Group
Ashland Canada Corp CWC Reporting Chemical Weapons Corporate report		Resource Group
CWC Theft & Diversion Controls Chemical Weapons Must implement theft & diversion controls		Resource Group
AD Corporate Accounts Disclosure & Reporting - US (corp) Drug Precursors DISCLOSURES & REPORTS - DEA LIST I & II CHEMICALS		Resource Group
EH&S - Import/Export Disclosure & Reporting - US (corp) Drug Precursors DISCLOSURES & REPORTS - DEA LIST I & II CHEMICALS		Resource Group
Ashland Canada Explosive Precursors Sales - End Use each customer		Resource Group
Import Import/Export Forms - US (corp) Drug Precursors IMPORT & EXPORT FORMS: DEA LIST I & II CHEMICALS		Resource Group
EH&S - Product Notify - US (corp) Alcohols NOTIFY: REPORT LOSS/THEFT of ETHANOL/SDA		Resource Group
AD Customer Support Proof of Identity - US (corp) Drug Precursors PROOF of IDENTITY: DEA LIST I and II CHEMICALS		Resource Group
AD Purchasing Proof of Identity - US (corp) Drug Precursors PROOF of IDENTITY: DEA LIST I and II CHEMICALS		Resource Group
EH&S - Import/Export Proof of Identity - US (corp) Drug Precursors PROOF of IDENTITY: DEA LIST I and II CHEMICALS		Resource Group
AD Customer Support Record Keeping - US (corp) Drug Precursors RECORD KEEPING: DEA LIST I & II CHEMICALS		Resource Group
AD Data Central Record Keeping - US (corp) Drug Precursors RECORD KEEPING: DEA LIST I & II CHEMICALS		Resource Group
AD Purchasing Record Keeping - US (corp) Drug Precursors RECORD KEEPING: DEA LIST I & II CHEMICALS		Resource Group
Export Record Keeping - US (corp) Drug Precursors RECORD KEEPING: DEA LIST I & II CHEMICALS		Resource Group
Import Record Keeping - US (corp) Drug Precursors RECORD KEEPING: DEA LIST I & II CHEMICALS		Resource Group

109

Compliance Items		Responsibility		Notes
Accounting Records - US (corp) Alcohols RECRDS: PURE ETHANOL & SDA		Resource Group
AD Customer Support Records - US (corp) Alcohols RECRDS: PURE ETHANOL & SDA		Resource Group
AD Purchasing Records - US (corp) Alcohols RECRDS: PURE ETHANOL & SDA		Resource Group
Import/Export Records - US (corp) Alcohols RECRDS: PURE ETHANOL & SDA		Resource Group
EH&S - Product Records - US (corp) Alcohols RECRDS: PURE ETHANOL & SDA		Resource Group
Law Records - US (corp) Alcohols RECRDS: PURE ETHANOL & SDA		Resource Group
Ashland Canada Corp Class B Drug Precursors Drug Precursors Class B Drug Precursor Registration		Resource Group
Fairfield, CA *0023425 08/28/2010 Food & Drug Fairfield is registered w/ CA DHS		Facility
Santa Ana *216 Drug Precursors Permit for Controlled Chemical Substances		Facility
Carson, CA *217 06/13/2011 Drug Precursors Permit for Morpholine, 1,4 Butanediol		Facility
Houston, TX *DEA Permit 006056ALX Drug Precursors Houston’s DEA List I Permit		Facility
Houston, TX *FDA Bioterrorism Registration 11443306546 Food & Drug Houston - Bioterrorism Facility Registration		Facility
Houston, TX *Food and Drug 0032909 08/31/2010 Food & Drug Food and Drug Wholesaler		Facility
Houston, TX *Food and Drug 0075824 05/14/2008 Food & Drug Wholesale Distributor of Drugs and Devices		Facility
Houston, TX *Precursor Permit 863 Drug Precursors Houston - Laboratory Apparatus		Facility
Houston, TX *SDA-TX-1149 Alcohols Permit to use specially denatured spirits		Facility
Houston, TX *SDS-TX-27 Alcohols Permit to deal in specially denatured spirits		Facility
St. Paul, MN *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Atlanta, GA *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Birmingham, AL *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Carson, CA *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Carteret, NJ *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Chandler, AZ *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Charlotte, NC *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Cincinnati, OH *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Clearfield, UT *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility

110

Compliance Items		Responsibility		Notes
Columbia, SC *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Denver, CO *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Fairfield, CA *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Garland, TX *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Houston, TX *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Kansas City (Speaker), KS *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Knoxville, TN *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Lansing, MI *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Louisville, KY *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Memphis, TN *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Miami, FL *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Mobile, AL *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Morrisville, PA *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Nashville, TN (2315 Clifton) *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Portland, OR *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Savannah, GA *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Shakopee, MN *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
St. Louis MO (First St) *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
St. Louis, MO (Polk St) *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Tampa, FL *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Tewksbury, MA *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Tonawanda, NY *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Tulsa, OK *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Twinsburg, OH *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Twinsburg, OH - Enterprise *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Willow Springs, IL *Usage Report - US (corp) Alcohols REPORT: SDA USAGE		Facility
Columbia, SC 001118ACY 06/30/2011 Drug Precursors Columbia’s DEA List I Permit		Facility

111

Compliance Items		Responsibility		Notes
Carteret, NJ 0012190 10/31/2010 Food & Drug Permit to Operate a Food/Cosmetic Estab.		Facility
Fontana, CA 0023185 09/19/2010 Food & Drug Fontana is registered w/ CA DHS		Facility
Birmingham, AL 003301-191 Food & Drug Birmingham is on file w/ AL Dept Agri & Ind		Facility
Clearfield, UT 003301-193 Food & Drug Salt Lake City is on file with the Utah Dept. of A		Facility
Mobile, AL 003301-194 Food & Drug Mobile is on file w/ AL Dept Agri & Ind		Facility
Columbia, SC 003301-196 Food & Drug Columbia facility is on file with South Carolina D		Facility
Morrisville, PA 003301-197 Food & Drug Morrisville facility is on file with the Pennsylva		Facility
Twinsburg, OH 003301-198 Food & Drug Twinsburg facility is on file with the Ohio Dept.		Facility
Grove City, OH 003301-199 Food & Drug Grove City facility is on file with Ohio Dept. of		Facility
Charlotte, NC 003301-202 Food & Drug Charlotte facility is on file with the North Carol		Facility
St. Louis, MO (Polk St) 003301-203 Food & Drug St. Louis facility is on file with the Missouri De		Facility
Willow Springs, IL 003301-206 Food & Drug Willow Springs facility is on file with the Illino		Facility
Baton Rouge, LA 003301-209 Food & Drug Baton Rouge facility is on file with the Louisiana		Facility
Atlanta, GA 005008ABY 06/30/2009 Drug Precursors Atlanta’s DEA List I Permit		Facility
Columbus, OH ADC 005288ACW 06/30/2011 Drug Precursors Columbus - DEA List I Permit		Facility
Tonawanda, NY 006380ALY 06/30/2011 Drug Precursors Diversion Control Registration		Facility
Garland, TX 0070594 12/31/2010 Food & Drug Facility is licensed with the Texas Dept. of Healt		Facility
Fairfield, CA 045 06/02/2006 Drug Precursors State Precursor Permit: Morpholine, 1,4-Butanediol		Facility
Fairfield, CA 10062821768 Food & Drug Fairfield - Bioterrorism Facility Registration		Facility
Mobile, AL 10366147660 Food & Drug Mobile - Bioterrorism Facility Registration		Facility
Atlanta, GA 1051658-ATL 12/31/2009 Food & Drug Doraville is assigned FDA Drug Estab Reg #		Facility
Birmingham, AL 10683167354 Food & Drug Birmingham - Bioterrorism Facility Registration		Facility
Chandler, AZ 10694646486 Food & Drug Chandler - Bioterrorism Facility Registration		Facility
Grove City, OH 10707907802 Food & Drug Grove City - Bioterrorism Facility Registration		Facility
Edmonton, AB 10728694866 Food & Drug Edmonton - Bioterrorism Facility Registration		Facility
Willow Springs, IL 10733093558 Food & Drug Willow Springs - Bioterrorism Registration		Facility
Vancouver (Richmond), BC 11227561970 Food & Drug Vancouver - Bioterrorism Facility Registration		Facility

112

Compliance Items		Responsibility		Notes
Shakopee, MN 11388176034 Food & Drug Shakopee - Bioterrorism Facility Registration		Facility
Fontana, CA 11523154684 Food & Drug Fontana - Bioterrorism Facility Registration		Facility
Baton Rouge, LA 11899-F Food & Drug Submit Renewal Application		Facility
Lansing, MI 12179930292 Food & Drug Lansing - Bioterrorism Facility Registration		Facility
St. Louis, MO (Polk St) 12424553856 Food & Drug St. Louis - Bioterrorism Facility Registration		Facility
Louisville, KY 12615128390 Food & Drug Louisville - Bioterrorism Facility Registration		Facility
Carteret, NJ 12679622252 Food & Drug Carteret - Bioterrorism Facility Registration		Facility
Morrisville, PA 12681286264 Food & Drug Morrisville - Bioterrorism Facility Registration		Facility
Denver, CO 13371257672 Food & Drug Denver - Bioterrorism Facility Registration		Facility
Memphis, TN 13648756824 Food & Drug Memphis - Bioterrorism Facility Registration		Facility
Knoxville, TN 13688422046 Food & Drug Knoxville - Bioterrorism Facility Registration		Facility
Tulsa, OK 13806746018 Food & Drug Tulsa - Bioterrorism Facility Registration		Facility
Atlanta, GA 13901595676 Food & Drug Doraville - Bioterrorism Facility Registration		Facility
Clearfield, UT 13974661028 Food & Drug Clearfield - Bioterrorism Facility Registration		Facility
Savannah, GA 14005804416 Food & Drug Savannah - Bioterrorism Facility Registration		Facility
Winnipeg, MB 14129564486 Food & Drug Winnipeg - Bioterrorism Facility Registration		Facility
Halifax (Bedford), NS 1999-010866 06/19/2010 Right-To-Know/Hazardous Materials APPROVAL FOR STORAGE OF DANGEROUS GOODS, PRIMARILY		Facility
Tonawanda, NY 141735 12/31/2010 Food & Drug Food Warehouse License		Facility
Willow Springs, IL 1417428-CHI 12/31/20010 Food & Drug Chicago is assigned FDA Drug Estab Reg #		Facility
Catano, PR 14899857894 Food & Drug Catano - Bioterrorism Facility Registration		Facility
Charlotte, NC 15062243724 Food & Drug Charlotte - Bioterrorism Facility Registration		Facility
Columbia, SC 15164420832 Food & Drug Columbia - Bioterrorism Facility Registration		Facility
Cincinnati, OH 1518352-CIN 12/31/2010 Food & Drug FDA registration of Drug Establishment.		Facility
Warren, MI 15221509534 Food & Drug Warren - Bioterrorism Facility Registration		Facility
Tewksbury, MA 15265139344 Food & Drug Tewksbury - Bioterrorism Facility Registration		Facility
Cincinnati, OH 15393125764 Food & Drug Cincinnati - Bioterrorism Facility Registration		Facility

113

Compliance Items		Responsibility		Notes
Menasha, WI 15720568264 Food & Drug Menasha - Bioterrorism Facility Registration		Facility
Tampa, FL 16449751638 Food & Drug Tampa - Bioterrorism Facility Registration		Facility
Montreal, QC 16461302178 Food & Drug East Montreal - Bioterrorism Facility Registration		Facility
Kansas City (Speaker), KS 16640589806 Food & Drug Kansas City - Bioterrorism Facility Registration		Facility
Baton Rouge, LA 17-0007003 Food & Drug PERMIT TO HOLD, STORE, DISTRIBUTE APPROVED FOOD AD		Facility
Kansas City (Swartz), KS 17385743360 Food & Drug Kansas City - Bioterrorism Facility Registration		Facility
Garland, TX 18360453516 Food & Drug Garland - Bioterrorism Facility Registration		Facility
Carson, CA 18531274986 Food & Drug Carson - Bioterrorism Facility Registration		Facility
Atlanta, GA 18533 Pesticides CERTIFICATE OF REGISTRATION OF PESTICIDES; GA DOA		Facility
Twinsburg, OH - Enterprise 18682234330 Food & Drug Twinsburg - Bioterrorism Facility Registration		Facility
Tonawanda, NY 19179677896 Food & Drug Tonawanda - Bioterrorism Facility Registration		Facility
Miami, FL 19188568096 Food & Drug Miami - Bioterrorism Facility Registration		Facility
Portland, OR 19324230968 Food & Drug Portland - Bioterrorism Facility Registration		Facility
Nashville, TN (2400 Clifton) 19519216648 Food & Drug Nashville - Bioterrorism Facility Registration		Facility
Baton Rouge, LA 19596497556 Food & Drug Baton Rouge - Bioterrorism Facility Registration		Facility
Denver, CO 1963 06/30/2010 Food & Drug Denver is registered w/ CO Dept PH&E CPD		Facility
Shakopee, MN 20079953 Food & Drug LICENSE ALLOWS PLANT TO WAREHOUSE FOOD INGREDIENTS		Facility
Shakopee, MN 20113016 06/30/2010 Food & Drug Wholesale Food Handler		Facility
Fontana, CA 2032755 12/31/2010 Food & Drug Fontana is assigned FDA Drug Estab Reg #		Facility
Carteret, NJ 2219312-NWK 12/31/2010 Food & Drug FDA registration of Drug Establishment.		Facility
Tampa, FL 287325 Tampa Annual Food Permit 12/31/2010 Food & Drug Tampa is permitted for dry food storage		Facility
Garland, TX 3003533942 12/31/2010 Food & Drug Garland is assigned FDA Drug Esab Reg #		Facility
Memphis, TN 38217 Food & Drug Bulk food warehouse		Facility
Nashville, TN (2315 Clifton) 38219 03/01/200x Food & Drug Facility is licensed with the Tennessee Dept. of A		Facility

114

Compliance Items		Responsibility		Notes
Carteret, NJ 5001925 01/31/2008 Food & Drug DRUG & MEDICAL DEVICE CERTIFICATE OF REGISTRATION;		Facility
Mississauga, ON - CP 5-0194-2004 05/31/200x Drug Precursors Registration Certificate for Class B Precursor(s)		Facility
Mississauga, ON-Distribution 5-0194-2004 05/31/2007 Drug Precursors Registration Certificate for Class B Precursor(s)		Facility
Kansas City (Speaker), KS 6-00159 - Active 06/30/2011 Food & Drug Non-Prescription Drugs - Registration		Facility
Kansas City (Swartz), KS 6-00188 Food & Drug 1996-1997 DISTRIBUTOR OF NON-PRESCRIPTION DRUGS; K		Facility
Clearfield, UT 71539 12/31/2010 Food & Drug Registration for LARGE food Establishment		Facility
Tulsa, OK 72-50492 07/16/2007 Food & Drug Facility is licensed by the Oklahoma Dept. of Heal		Facility
Menasha, WI 76-071076 06/28/2008 Food & Drug FACILITY LICENSED AS A BULK FOOD WAREHOUSE BY WI D		Facility
Montreal, QC 7610-06-01-0390710 Consumer Products Certificate of Authorization		Facility
Kansas City (Swartz), KS 81905 12/31/200x Food & Drug Food Processing Plant Registration		Facility
Kansas City (Speaker), KS 81906 12/31/200x Food & Drug Food Processing Plant Registration		Facility
Savannah, GA 86643 Food & Drug Savannah is a licensed food sales establishment		Facility
Atlanta, GA 88742 Food & Drug Doraville is a licensed food sales establishment		Facility
Carson, CA CA DOH Food Processing Reg. #52531 09/22/2011 Food & Drug Carson is registered w/CA DHS		Facility
Columbia, SC Disclosure & Reporting - US (corp) Drug Precursors DISCLOSURES & REPORTS - DEA LIST I & II CHEMICALS		Facility
Columbus, OH ADC Disclosure & Reporting - US (corp) Drug Precursors DISCLOSURES & REPORTS - DEA LIST I & II CHEMICALS		Facility
Miami, FL DSP-FL-25 Alcohols Operating Permit - Distilled Spirits Plant		Facility		Process for these permits takes around 1.5-2 yrs
Carteret, NJ DSP-NJ-60 Product Registration Operating Permit - Distilled Spirits Plant		Facility		Process for these permits takes around 1.5-2 yrs
Ashland Canada Explosives Precursors Facility Security Measures & Controls		Facility
Lansing, MI FFW048418 04/30/2011 Food & Drug STATE OF MICHIGAN LICENSE MICHIGAN DEPARTMENT OF A		Facility
Warren, MI FFW076314 Food & Drug LICENSE MI DEPARTMENT OF AGRICULTURE		Facility

115

Compliance Items		Responsibility		Notes
Ashland Canada Corp Food Grade Level Storage Control Food & Drug Food Grade Level Storage Control		Facility
Montreal, QC Food Grade Level Storage Control Food & Drug Food Grade Level Storage Control		Facility
Xxxxxxx, XX Xxxxxxx XX 0000 12/31/2009 Food & Drug Wholesale Distributor of Drugs or Devices		Facility
Xxxxxxxxx, XX XX-0000 11/05/2008 Food & Drug LICENSE TO PROCESS OR DISTRIBUTE FOOD FOR SALE AT		Facility
Miami, FL Miami Annual Food Permit 287652 05/29/200x Food & Drug Miami is permitted for dry food storage		Facility
Xxxxxx, XX Non Hazardous Permit 04/30/2011 Consumer Products Non Hazardous Permit		Facility
Xxxxxxx, XX XX0000000 06/30/2011 Food & Drug Fontana is permitted by San Bernardino Cty		Facility
Atlanta, GA Registrations - US (corp) Drug Precursors REGISTRATION: DEA LIST I CHEMICALS		Facility
Columbia, SC Registrations - US (corp) Drug Precursors REGISTRATION: DEA LIST I CHEMICALS		Facility
Columbus, OH ADC Registrations - US (corp) Drug Precursors REGISTRATION: DEA LIST I CHEMICALS		Facility
Houston, TX Registrations - US (corp) Drug Precursors REGISTRATION: DEA LIST I CHEMICALS		Facility
Nashville, TN (2400 Clifton) Regulatory Services Permit 06/30/200x Food & Drug Manuf/Warehouse Operating Permit		Facility
Mobile, AL SDA-AL-0196 Alcohols Permit to use specially denatured spirits		Facility
Birmingham, AL SDA-AL-194 Alcohols Permit to use specially denatured alcohol		Facility
Chandler, AZ SDA-AZ-0066 Alcohols Permit to use specially denatured spirits		Facility
Fairfield, CA SDA-CA-2883 Alcohols Permit to use specially denatured spirits		Facility
Carson, CA SDA-CA-3029 Alcohols Permit to use specially denatured spirits		Facility
Denver, CO SDA-CO-310(D) Alcohols Permit to deal in specially denatured spirits		Facility
Denver, CO SDA-CO-311 Alcohols Permit to use specially denatured spirits		Facility
Tampa, FL SDA-FL-538 Alcohols Permit to use specially denatured spirits		Facility
Tampa, FL SDA-FL-539(D) Alcohols Permit to deal in specially denatured spirits		Facility
Atlanta, GA SDA-GA-397 Alcohols Permit to use specially denatured spirits		Facility
Atlanta, GA SDA-GA-398(d) Alcohols Permit to deal in specialluy denatured spirits		Facility

116

Compliance Items		Responsibility		Notes
Savannah, GA SDA-GA-437 Alcohols Permit to use specially denatured spirits		Facility
Willow Springs, IL SDA-IL-2595(D) Alcohols Permit to deal in specially denatured spirits		Facility
Willow Springs, IL SDA-IL-2596 Alcohols Permit to use specially denatured spirits		Facility
Kansas City (Speaker), KS SDA-KS-776 Alcohols Permit to use specially denatured spirits		Facility
Louisville, KY SDA-KY-565 Alcohols Permit to use specially denatured spirits		Facility
Lansing, MI SDA-MI-1191 Alcohols Permit to use specially denatured spirits		Facility
St. Xxxx, MN SDA-MN-964 Alcohols Permit to use specially denatured spirits		Facility
Shakopee, MN SDA-MN-966 Alcohols Permit to use specially denatured spirits		Facility
Shakopee, MN SDA-MN-967(D) Alcohols Permit to deal in specially denatured spirits		Facility
St. Louis, MO (Polk St) SDA-MO-1338 Alcohols Permit to use specially denatured spirits		Facility
St. Louis, MO (Polk St) SDA-MO-34D Alcohols Permit to use specially denatured spirits		Facility
Charlotte, NC SDA-NC-894 Alcohols permit to use specially denatured spirits		Facility
Tonawanda, NY SDA-NY-4119 Alcohols Permit to use specially denatured spirits		Facility
Cleveland West SDA-OH-1531 Alcohols WITHDRAW/USE SPECIALLY DENATURED ALCOHOL/RUM; US T		Facility
Cincinnati, OH SDA-OH-1544 Alcohols permit to deal in specially denatured spirits		Facility
Twinsburg, OH SDA-OH-1654 Alcohols Permit to use specially denatured spirits		Facility
DUBLIN TECH CENTER SDA-OH-1656 Alcohols Permit to use specially denatured spirits		Facility
Twinsburg, OH - Enterprise SDA-OH-1657 Alcohols Permit to use specially denatured spirits		Facility
Tulsa, OK SDA-OK-4D Alcohols Permit to deal in specially denatured spirits		Facility
Tulsa, OK SDA-OK-735 Alcohols Permit to use specially denatured spirits		Facility
Xxxxxx, XX SDA-PR-149(D) Alcohols Permit to deal specially denatured spirits		Facility
Nashville, TN (2315 Xxxxxxx) SDA-TN-725 Alcohols Permit to use specially denatured spirits		Facility
Knoxville, TN SDA-TN-743 Alcohols Permit to use specially denatured spirits		Facility
Garland, TX SDA-TX-1173 Alcohols Permit to use specially denatured spirits		Facility
Clearfield, UT SDA-UT-165 Alcohols Permit to use specially denatured spirits		Facility
Mobile, AL SDS-AL-193 Alcohols Permit to deal in specially denatured spirits		Facility

117

Compliance Items		Responsibility		Notes
Birmingham, AL SDS-AL-195 Alcohols Permit to deal in specially denatured spirits.		Facility
Chandler, AZ SDS-AZ-1 (D) Alcohols Permit to deal in specially denatured spirits.		Facility
Carson, CA SDS-CA-3048 Alcohols Permit to deal in specially denatured alcohol		Facility
Fairfield, CA SDS-CA-41 Alcohols Permit to deal in specially denatured spirits		Facility
Savannah, GA SDS-GA-399 Alcohols Permit to deal in specially denatured spirits		Facility
Kansas City (Speaker), KS SDS-KS-4 Alcohols Permit to deal in specially denatured spirits		Facility
Louisville, KY SDS-KY-566 Alcohols Permit to deal in specially denatured spirits		Facility
Baton Rouge, LA SDS-LA-8 Alcohols Permit to deal in specially denatured spirits.		Facility
Tewksbury, MA SDS-MA-1418 Alcohols Permit to deal in specially denatured spirits		Facility
Lansing, MI SDS-MI-1192 Alcohols Permit to deal in specially denatured spirits		Facility
St. Xxxx, MN SDS-MN-965 Alcohols Permit to deal in specially denatured spirits		Facility
Charlotte, NC SDS-NC-895 Alcohols Permit to deal in specially denatured spirits		Facility
Tonawanda, NY SDS-NY-4120 Alcohols Permit to deal in specially denatured spirits		Facility
Cincinnati, OH SDS-OH-1532 Alcohols Permit to deal in specially denatured spirits		Facility
Twinsburg, OH SDS-OH-1655 Alcohols Permit to deal in specially denatured spirits		Facility
Xxxxxxxxx, XX - Xxxxxxxxxx XXX-XX-0000 Alcohols Permit to deal in specially denatured spirits		Facility
Portland, OR (AHWT) SDS-OR-174 Alcohols Permit to deal in specially denatured spirits		Facility
Portland, OR SDS-OR-3 Alcohols Permit to deal in specially denatured spirits		Facility
Morrisville, PA SDS-PA-2049 Alcohols Permit to deal in specially denatured spirits		Facility
Columbia, SC SDS-SC-747 Alcohols Permit to deal in specially denatured spirits		Facility
Xxxxxxx, XX XXX-XX-00000 Alcohols User Permit for Specially Denatured Alcohols		Facility
Memphis, TN SDS-TN-724 Alcohols Permit to deal in specially denatured spirits		Facility
Nashville, TN (2315 Clifton) SDS-TN-726 Alcohols Permit to deal in specially denatured spirits		Facility
Garland, TX SDS-TX-24 Alcohols Permit to deal in specially denatured spirits		Facility
Clearfield, UT SDS-UT-164 Alcohols Permit to deal in specially denatured spirits		Facility
Carteret, NJ Tax Payment - US (corp) Alcohols TAX PAYMENT: PURE ETHANOL		Facility
Miami, FL Tax Payment - US (corp) Alcohols TAX PAYMENT: PURE ETHANOL		Facility

118

Compliance Items		Responsibility		Notes
Louisville, KY A86 Food & Drug Facility is licensed by the Kentucky Dept. of Heal		Facility
St. Xxxx, MN User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Atlanta, GA User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Birmingham, AL User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Carson, CA User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Chandler, AZ User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Charlotte, NC User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Cincinnati, OH User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Clearfield, UT User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Denver, CO User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Fairfield, CA User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Garland, TX User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Houston, TX User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Kansas City (Speaker), KS User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Knoxville, TN User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Lansing, MI User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Louisville, KY User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Mobile, AL User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Nashville, TN (2315 Clifton) User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Savannah, GA User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Shakopee, MN User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
St. Louis, MO (Polk St) User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Tampa, FL User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Tonawanda, NY User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Tulsa, OK User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility

119

Compliance Items		Responsibility		Notes
Twinsburg, OH User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Twinsburg, OH - Enterprise User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility
Willow Springs, IL User Permit - US (corp) Alcohols PERMIT: USER of DENATURED ALCOHOLS		Facility

120

Exhibit B-2 to Schedule 5.16(ii)

Please see attached Exhibit B-2 to Schedule 5.16(ii).

121

Exhibit B-2 to Schedule 5.16(ii)

Regulated Chemical Permits – Non-transferable

BLEND NAME

PERMIT APPLIED

DATES APPROVED

FACILITY

USAGE

FACILITY PERMIT(s)

ITEM#

SAP BASE#

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

BLEND 702505

05/14/03

06/04/03

ATLANTA

Ink Solvent

397/398D

0392726

5012622

SDA 3C 200 PF

85.1 fl oz

Heptane

6.4 fl oz

N-Propyl Acetate

XXXXXX BLEND 60-40

01/21/03

02/28/03

ATLANTA

Ink Solvent

397/398D

0390514

5011503

SDA 3C 200 PF

48.64 fl oz

N-Propyl Acetate

2.56 fl oz

Ethyl Acetate

404020 BLEND

11/22/02

12/17/02

ATLANTA

Ink Solvent

397/398D

0389422

5008435

SDA 3C 200 PF

51.2 fl oz

Isopropyl Alcohol

51.2 fl oz

N-Propyl Acetate

PHOTO POLYMER SL 99

05/29/02

06/17/02

ATLANTA

Ink Solvent

397/398D

0382211

6601567

SDA 3C 200 PF

40.9 gal

N-Propanol

41.6 gal

N-Propyl Acetate

PACKAGING BLEND 1

03/11/02

03/19/02

ATLANTA

Ink Solvent

397/398D

0379519

6601367

SDA 3C 200 PF

60 gal

N-Propyl Acetate

20 gal

N-Propanol

HD ACTIVATOR SPECIAL

06/19/01

07/06/01

ATLANTA

Ink Solvent

397/398D

0373225

5001031

SDA 3C 200 PF

100 gal

3-Methoxybutyl Acetate

128.36 gal

N-Propyl Acetate

BRAKE & PARTS HE&M

02/22/01

03/02/01

ATLANTA

Cleaning Solution

397/398D

0364033

3681906

SDA 3A 200 PF

100 gal

Hexane

1285.71 gal

Methanol

SONOCO BLEND 4

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0327181

3090517

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.5 gal

Isopropanol

SONOCO BLEND 3

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0324624

3090541

SDA 3C 200 PF

100 gal

Ethyl Acetate

168.5 gal

Isopropanol

K SOLVENT BLEND A

02/22/01

03/02/01

ATLANTA

Ink Solvent

397/398D

0266194

7884112

SDA 3C 200 PF

100 gal

N-Propyl Acetate

31.58 gal

K SOLVENT BLEND PP

02/21/01

03/01/01

ATLANTA

Ink Solvent

397/398D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5 190 PROOF

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0260036

7130294

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

PM 85-15 BLEND

02/22/01

03/02/01

ATLANTA

Duplicating Fluid

397/398D

0193023

7841846

SDA 3C 200 PF

100 gal

N-Propyl Acetate

23.84

INK SOLVENT PM 6193

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2

N-Propyl Acetate

PVC INK BLEND 2

12/14/99

01/24/00

ATLANTA

Ink Solvent

397/398D

0358991

7505902

SDA 3C 200 PF

100 gal

N-Propanol

70 gal

Lacolene

BLEND 4420

11/02/99

11/29/99

ATLANTA

Ink Solvent

397/398D

0355345

7503788

SDA 3C 200 PF

100 gal

N-Propyl Acetate

50 gal

N-Propanol

DAYTONA BRAKE PARTS CLEANER

10/06/98

08/09/99

ATLANTA

Cleaning Solvent

397/398D

0343840

7502189

SDA 3A 200 PF

100 gal

Hexane

1100 gal

Isopropanol

BLEND 50-50 SG (BLEND 5050-4082)

07/29/99

08/09/99

ATLANTA

Ink Solvent

397/398D

0347736

3461677

SDA 3C 200 PF

100 gal

N-Propyl Acetate

100 gal

MIBK is present in mainframe and SAP (0.45%), but not listed on the hard copy formulation

PHOTO POLYMER 104

07/16/98

08/06/98

ATLANTA

Ink Solvent

397/398D

0337647

7502928

SDA 3C 200 PF

100 gal

N-Propanol

252.6 gal

Isopropanol

SONOCO BLEND 1

06/13/97

07/24/97

ATLANTA

Duplicating Fluid

374

0324587

3090530

SDA 3C 200 PF

100 gal

N-Propyl Acetate

57.3 gal

Isopropanol

SONOCO BLEND 2

06/13/97

07/24/97

ATLANTA

Duplicating Fluid

374

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

ETHANOL 4 BLEND

11/11/99

11/29/99

ATLANTA

Ink Solvent

397/398D

No record

SDA 3A 200 PF

100 gal

N-Propyl Acetate

111.8 gal

Isobutyl Acetate

RES BLEND

07/29/99

08/09/99

ATLANTA

Ink Solvent

397/398D

No record

SDA 3C 200 PF

100 gal

N-Propanol

300 gal

N-Propyl Acetate

EZ XXX 2

07/16/98

08/06/98

ATLANTA

Ink Solvent

397/398D

No record

SDA 3C 200 PF

100 gal

N-Propyl Acetate

101 gal

N-Propanol

N 715

07/16/98

08/06/98

ATLANTA

Duplicating Fluid

397/398D

No record

SDA 3C 200 PF

100 gal

N-Propanol

252.6 gal

Isopropanol

AMERIMAX 50/50 A BLEND

07/16/98

08/06/98

ATLANTA

Duplicating Fluid

397/398D

No record

SDA 3C 200 PF

100 gal

Acetone

105.3 gal

N-Propyl Acetate

DUPLICATING FLUID 5

07/16/98

08/06/98

ATLANTA

Duplicating Fluid

397/398D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INTERNATIONAL 50-50 BLEND

09/06/05

09/14/05

ATLANTA

Ink Solvent

397/398D

0368617

3097916

SDA 3C 200 PF

64 oz

N-Propyl Acetate

64 oz

DUPLICATING FLUID 5 190 PROOF

02/21/01

03/01/01

BIRMINGHAM

Duplicating Fluid

194/195D

0260036

7130294

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

DUPLICATING FLUID 5/ PM 6264 (DUPLICATING FLUID PM 6264)

06/13/05

06/06/05

CARSON

Ink Solvent

3029/3048D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

STANDARD PACKAGING WINTERBLEND

10/28/02

10/31/02

CHARLOTTE

Ink Solvent

894/895D

0388786

5010509

SDA 3A 200 PF

32.0 fl oz

N-Propyl Alcohol

83.2 fl oz

N-Propyl Acetate

ETHOXY BLEND 2

03/07/05

03/16/05

CHARLOTTE

Ink Solvent

894/895D

0403607

No record

SDA 3C 200 PF

81.92 fl oz

Isopropyl Acetate

25.60 fl oz

Glycol Ether PE

SHAMROCK 1

02/14/02

02/26/02

CHARLOTTE

Ink Solvent

894/895D

0378885

6601315

SDA 3C 200 PF

50 gal

Isopropyl Acetate

50 gal

BP FLEXO 1 BLEND

04/18/01

04/23/01

CHARLOTTE

Ink Solvent

894/895D

0371162

3089718

SDA 3A 200 PF

100 gal

N-Propyl Acetate

22.36 gal

STANDARD BLEND 1

07/16/98

08/06/98

CHARLOTTE

Duplicating Fluid

894/895D

No record

No record

SDA 3A 200 PF

100 gal

N-Propyl Acetate

66.7 gal

N-Propyl Alcohol

SI 002 COMPLIANT THINNER

07/16/98

08/06/98

CHARLOTTE

Ink Solvent

894/895D

No record

No record

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.7 gal

Isopropanol

GP 300

12/12/00

12/27/00

CHARLOTTE

Ink Solvent

894/895D

No record

No record

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.26 gal

Hexane

BLEND NAME

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

COMPONENT 9

PERMIT QUANTITY

BLEND 702505

36.5 fl oz

XXXXXX BLEND 60-40

76.80 fl oz

404020 BLEND

25.6 fl oz

PHOTO POLYMER SL 99

17.5 gal

PACKAGING BLEND 1

20 gal

HD ACTIVATOR SPECIAL

91.10 gal

Xylene

47.20 gal

Ethyl Acetate

19.88 gal

Isopropanol

15.11 gal

2-Butoxyethanol

6.21 gal

Isobutanol

6.21 gal

BRAKE & PARTS HE&M

42.86 gal

SONOCO BLEND 4

11.2 gal

SONOCO BLEND 3

11.2 gal

N-Propyl Acetate

1.1 gal

K SOLVENT BLEND A

K SOLVENT BLEND PP

DUPLICATING FLUID 5 190 PROOF

5.59 gal

PM 85-15 BLEND

INK SOLVENT PM 6193

1.1

Hard Copy Missing from Folder

PVC INK BLEND 2

45 gal

N-Propyl Acetate

30 gal

Hexane

5 gal

BLEND 4420

100 gal

DAYTONA BRAKE PARTS CLEANER

5 gal

Methanol

45 gal

Mainframe indicates that a new formulation was submitted to ATF with MIBK in place of isopropanol, but we do not have hard copy here. SAP Indicates MIBK has been substituted for Isopropanol also.

BLEND 50-50 SG (BLEND 5050-4082)

PHOTO POLYMER 104

105.3 gal

N-Propyl Acetate

68.4 gal

SONOCO BLEND 1

11.2 gal

N-Propanol

112.4 gal

SONOCO BLEND 2

11 gal

ETHANOL 4 BLEND

109.7 gal

Methyl Ethyl Ketone

101.5 gal

RES BLEND

100 gal

EZ XXX 2

191 gal

Lacolene

86 gal

N 715

105.3 gal

N-Propyl Acetate

68.4 gal

AMERIMAX 50/50 A BLEND

5.3 gal

DUPLICATING FLUID 5

INTERNATIONAL 50-50 BLEND

DUPLICATING FLUID 5 190 PROOF

5.59 gal

DUPLICATING FLUID 5/ PM 6264 (DUPLICATING FLUID PM 6264)

STANDARD PACKAGING WINTERBLEND

12.8 fl oz

ETHOXY BLEND 2

20.48 fl oz

SHAMROCK 1

BP FLEXO 1 BLEND

STANDARD BLEND 1

166.7 gal

SI 002 COMPLIANT THINNER

122.4 gal

Lacolene

285.7 gal

Acetone

200 gal

Isobutyl Isobutyrate

65.3 gal

Isobutyl Acetate

20.4 gal

N-Butanol

16.3 gal

Toluene

0.4 gal

GP 300

70 gal

122

BLEND NAME

PERMIT APPLIED

DATES APPROVED

FACILITY

USAGE

FACILITY PERMIT(s)

ITEM#

SAP BASE#

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

STANDARD BLEND 2

12/12/00

12/27/00

CHARLOTTE

Ink Solvent

894/895D

0371563

7896772

SDA 3A 200 PF

100 gal

N-Propanol

100 gal

N-Propyl Acetate

LM BLEND

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0365519

3089671

SDA 3C 200 PF

100 gal

N-Propanol

325 gal

N-Propyl Acetate

GP 2 A BLEND aka SURFACE SOLVENT A

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0363439

7504841

SDA 3C 200 PF

100 gal

N-Propyl Acetate

25 gal

SHAMROCK REPLACEMENT BLEND 4

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0363335

3098567

SDA 3C 200 PF

100gal

Acetone

166.67 gal

N-Propyl Acetate

FAST BLEND

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0354677

3461892

SDA 3C 200 PF

100 gal

N-Propyl Acetate

15.85

Isopropanol

BLEND GP 2

02/21/01

03/01/01

CHARLOTTE

Ink Solvent

894/895D

0339714

3090562

SDA 3C 200 PF

100 gal

N-Propyl Acetate

35.34

Heptane

CCS 11 BLEND

02/21/01

03/02/01

CHARLOTTE

Duplicating Fluid

894/895D

0305623

No record

SDA 3C 200 PF

100 gal

N-Propyl Acetate

177.65 gal

Isopropanol

TIPPING SOLVENT 1292

02/21/01

03/02/01

CHARLOTTE

Duplicating Fluid

894/895D

0305777

7541095

SDA 3C 200 PF

100 gal

N-Propyl Acetate

145.61 gal

Acetone

CHR GP 300

02/21/01

03/02/01

CHARLOTTE

Duplicating Fluid

894/895D

0282380

7895523

SDA 3C 200 PF

100 gal

Heptane

70.18 gal

N-Propyl Acetate

GP BLEND 200

02/22/01

03/02/01

CHARLOTTE

Ink Solvent

894/895D

0266194

7884112

SDA 3C 200 PF

100 gal

N-Propyl Acetate

31.58 gal

K SOLVENT BLEND PP

02/21/01

03/01/01

CHARLOTTE

Ink Solvent

894/895D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

DUP FLUID 10 ANHYDROUS

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

INTERNATIONAL 50-50 BLEND

12/12/00

12/27/00

CHARLOTTE

Ink Solvent

894/895D

0368617

3097916

SDA 3C 200 PF

100 gal

N-Propyl Acetate

100 gal

AB BLEND

12/12/00

12/27/00

CHARLOTTE

Ink Solvent

894/895D

0348397

2704156

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

Heptane

SW HAPS FREE REDUCER 2

02/24/03

03/12/03

CHARLOTTE

Ink Solvent

894/895D

0391287

5001128

SDA 3C 200 PF

17.9 fl oz

N-Propyl Acetate

1.28 fl oz

Methyl Normal Amyl Ketone

FAST BLEND

10/23/02

10/29/02

CHICAGO

Ink Solvent

2596/2595D

0354677

3461892 (Cannot be found in SAP)

SDA 3C 200 PF

108.6 fl oz

N-Propyl Acetate

15.7 fl oz

Isopropanol

ETHOXY BLEND

08/09/02

08/29/02

CHICAGO

Ink Solvent

2596/2595D

0382627

5004733

SDA 3C 200 PF

69.2 gal

N-Propyl Acetate

17.1 gal

Propylene glycol monoethyl ether

INK BLEND 90-10

02/22/01

03/02/01

CHICAGO

Ink Solvent

2596/2595D

0267768

7890542

SDA 3C 200 PF

100 gal

N-Propyl Acetate

11.11 gal

MPA II CHI A

11/06/01

11/19/01

CHICAGO

Ink Solvent

2596/2595D

0300406

7531745

SDA 3C 200 PF

100 gal

Isopropanol

1580 gal

Water

WS 9245

02/22/01

03/26/01

CHICAGO

Adhesive Solvent

2596/2595D

0246482

7940290 (Cannot be found in SAP)

SDA 3A 200PF

100 gal

Ethyl Acetate

318.41

Acetone is listed in the mainframe, but not on the hard copy formulation

SPECTRUM BLEND 1019 F

02/21/01

03/01/01

CHICAGO

Ink Solvent

2596/2595D

0318512

3016728

SDA 3C 200 PF

100 gal

N-Propyl Acetate

61.52 gal

N-Propanol

NEW PRESS BLEND A

02/21/01

03/02/01

CHICAGO

Ink Solvent

2596/2595D

0330589

7502554

SDA 3C 200 PF

100 gal

N-Propyl Acetate

13.61 gal

Isopropanol

WS 9337

02/21/01

03/02/01

CHICAGO

Duplicating Fluid

2596/2595D

0297580

7515824

SDA 3A 200 PF

100 gal

N-Propyl Acetate

400 gal

DUPLICATING FLUID 5 190 PROOF

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0260036

7130294

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

SOLVENT K 917 C

02/22/01

03/02/01

CHICAGO

Duplicating Fluid

2596/2595D

0193023

7841846

SDA 3C 200 PF

100 gal

N-Propyl Acetate

23.84 gal

WS 9211

02/22/01

03/02/01

CHICAGO

Ink Solvent

2596/2595D

0238142

7940709

SDA 3A 200 PF

100 gal

N-Propyl Acetate

25 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

PM 6129

02/21/01

03/02/01

CHICAGO

Duplicating Fluid

2596/2595D

0174023

7224100

SDA 3A 200 PF

100 gal

Methanol

15.65 gal

N-Propyl Acetate

DUP FLUID 10

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

T 00-411

02/22/01

03/02/01

CHICAGO

Duplicating Fluid

2596/2595D

0160126

7877963

SDA 3A 200 PF

100 gal

Methyl Ethyl Ketone

100 gal

SPECTRUM BLEND 1369 E

06/13/97

07/24/97

CHICAGO

Duplicating Fluid

2596/2595D

0316513

3016627

SDA 3C 200 PF

100 gal

Ethyl Acetate

154 gal

N-Propyl Acetate

SPECTRUM BLEND 1696

06/13/97

07/24/97

CHICAGO

Duplicating Fluid

2596/2595D

0322179

3090477

SDA 3C 200 PF

100 gal

Ethyl Acetate

43 gal

N-Propyl Acetate

REGULAR SOLVENT BLEND - PURGED

02/21/01

03/02/01

CHICAGO

Ink Solvent

2596/2595D

0276655

No record

SDA 3A 200 PF

100 gal

N-Propanol

100 gal

N-Propyl Acetate

BLEND 042-210 H - PURGED

05/22/97

07/24/97

CHICAGO

Duplicating Fluid

2596/2595D

0266446

No record

SDA 3C 200 PF

8.9 gal

Ethyl Acetate

90 gal

Isopropanol

BLEND 042-209 H - PURGED

05/22/97

07/24/97

CHICAGO

Duplicating Fluid

2596/2595D

0266447

No record

SDA 3C 200 PF

89 gal

Isopropanol

10 gal

N-Propyl Acetate

BLEND 042-208 H MP - PURGED

06/13/97

07/24/97

CHICAGO

Duplicating Fluid

2596/2595D

0324151

No record

SDA 3C 200 PF

30 gal

Isopropanol

19.5 gal

N-Propanol

BLEND 042-211 H - PURGED

06/13/97

07/24/97

CHICAGO

Duplicating Fluid

2596/2595D

0266445

No record

SDA 3C 200 PF

84.6 gal

Isopropanol

9.5 gal

Deionized Water

SPECTRUM BLEND 1019 E - PURGED

06/13/97

07/27/97

CHICAGO

Duplicating Fluid

2596/2595D

0316512

No record

SDA 3C 200 PF

100 gal

Ethyl Acetate

43 gal

N-Propyl Acetate

FREON TES

09/12/83

09/27/83

CHICAGO

2596/2595D

No record

No record

SDA 30

3.8 gal

Freon TF

95.2 gal

Nitromethane

FREON TE 35

09/12/83

09/29/83

CHICAGO

2596/2595D

No record

No record

SDA 30

35 gal

Freon TF

65 gal

FREON TE

09/12/83

09/29/83

CHICAGO

2596/2595D

No record

No record

SDA 30

3.75 gal

Freon TF

96.25 gal

ALPET E 3

08/04/04

08/17/04

CINCINNATI

Biocide

1544/1532D

0401153

5017934

SDA 3C 200 PF

88.74 fl oz

Isopropanol 99%

8.19 fl oz

Purified Water

INK SOLVENT 6230

03/07/05

03/14/05

CINCINNATI

Ink Solvent

1544/1532D

0400566

No record

SDA 3A 200 PF

121.91 fl oz

N-Propyl Acetate

6.09 fl oz

HST PARCOSOL 287

08/18/03

08/28/03

CINCINNATI

Synthetic Coating Solvent

1544/1532D

0384954

5008047

SDA 3C 200 PF

15 gal

Methyl normal Amyl Ketone

5 gal

Acetone

INK BLEND 90-10 ?190 Pf vs chicago 200 PF

06/02/03

06/10/03

CINCINNATI

Ink Solvent

1544/1532D

0267768

7890542

SDA 3C 190 PF

100 gal

N-Propyl Acetate

11.11 gal

SB 70

02/22/01

03/02/01

CINCINNATI

Duplicating Fluid

1544/1532D

0366870

3097891

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.48 gal

N-Propanol

BLEND NAME

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

COMPONENT 9

PERMIT QUANTITY

STANDARD BLEND 2

22.2 gal

LM BLEND

75 gal

GP 2 A BLEND aka SURFACE SOLVENT A

SHAMROCK REPLACEMENT BLEND 4

66.67 gal

FAST BLEND

4.88 gal

N-Propanol

1.22 gal

BLEND GP 2

15.04

CCS 11 BLEND

16.47 gal

TIPPING SOLVENT 1292

105.26 gal

CHR GP 300

5.26 gal

GP BLEND 200

K SOLVENT BLEND PP

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

DUP FLUID 10 ANHYDROUS

1.12 gal

INTERNATIONAL 50-50 BLEND

AB BLEND

105 gal

SW HAPS FREE REDUCER 2

12.80 fl oz

Isobutyl Acetate

44.80 fl oz

Isopropanol

19.2 fl oz

Isobutanol

12.8 fl oz

Acetone

19.2 fl oz

FAST BLEND

3.7 fl oz

N-Propanol is listed in mainframe, but not on the hard copy formulation?

ETHOXY BLEND

13.7 gal

INK BLEND 90-10

MPA II CHI A

300 gal

N-Propyl Acetate

2 gal

MPA II Catalyst

2 gal

WS 9245

SPECTRUM BLEND 1019 F

19.96 gal

NEW PRESS BLEND A

11.24 gal

WS 9337

DUPLICATING FLUID 5 190 PROOF

5.59 gal

SOLVENT K 917 C

WS 9211

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

PM 6129

1.17 gal

DUP FLUID 10

1.12 gal

T 00-411

SPECTRUM BLEND 1369 E

5 gal

SPECTRUM BLEND 1696

11 gal

REGULAR SOLVENT BLEND - PURGED

22.2 gal

BLEND 042-210 H - PURGED

1 gal

N-Propyl Acetate

0.1 gal

BLEND 042-209 H - PURGED

1 gal

BLEND 042-208 H MP - PURGED

50 gal

N-Propyl Acetate

0.5gal

BLEND 042-211 H - PURGED

5 gal

N-Propyl Acetate

0.9 gal

SPECTRUM BLEND 1019 E - PURGED

11 gal

FREON TES

1.0 gal

FREON XX 00

XXXXX XX

XXXXX E 3

30.87 fl oz

Glycerine, Kosher

0.301 fl oz

Glycerol Monolaurate

0.255 oz Av.

INK SOLVENT 6230

HST PARCOSOL 287

80 gal

INK BLEND 90-10 ?190 Pf vs chicago 200 PF

SB 70

112.36 gal

Ethyl Acetate

112.36

Methanol

11.24 gal

123

BLEND NAME

PERMIT APPLIED

DATES APPROVED

FACILITY

USAGE

FACILITY PERMIT(s)

ITEM#

SAP BASE#

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

SB 55

02/22/01

03/02/01

CINCINNATI

Duplicating Fluid

1544/1532D

0365250

3096842

SDA 3C 200 PF

100gal

Ethyl Acetate

112.36 gal

Methanol

SB 45

02/22/01

03/02/01

CINCINNATI

Duplicating Fluid

1544/1532D

0364094

3098765

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.48 gal

Toluene

SB 44 BLEND

02/22/01

03/02/01

CINCINNATI

Duplicating Fluid

1544/1532D

0363348

3098796

SDA 3C 200 PF

100 gal

N-Propyl Acetate

263.29 gal

Methanol

INK SOLVENT PM 6118-3C

02/22/01

03/02/01

CINCINNATI

Ink Solvent

1544/1532D

0239338

7030840

SDA 3C 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

DUPLICATING FLUID 5

02/21/01

03/01/01

CINCINNATI

Duplicating Fluid

1544/1532D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 105 C NPA 11C 106

07/16/98

08/06/98

CINCINNATI

Duplicating Fluid

1544/1532D

0339615

7224153 (Cannot be found in SAP)

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

Water is present in the mainframe as part of the formula but not on the hard copy of the formulation

ALCOHOL SOLVENT BLEND 50-50

02/24/03

03/24/03

CINCINNATI

Ink Solvent

1544/1532D

0391126

5011545

SDA 3A 190 PF

60.91 fl oz

Isopropanol 99%

64.0 fl oz

Methanol

INK SOLVENT PM 6193 / DUP FLUID 11 ANHY

09/04/01

09/13/01

FAIRFIELD, CA

Duplicating Fluid

2883/41D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

K SOLVENT BLEND PP

02/21/01

03/01/01

FAIRFIELD, CA

Ink Solvent

2883/41D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5/ PM 6264 (DUPLICATING FLUID PM 6264)

06/13/05

06/06/05

FAIRFIELD, CA

Ink Solvent

2883/41D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

GS 15-3267

10/13/05

10/21/05

FAIRFIELD, CA

Proprietary Heating Fuel

2883/41D

0408964

No Record

SDA 40-2 190 PF

92%

Methanol

3%

MEK

GS 15-3267

10/13/05

10/21/05

FAIRFIELD, CA

Propretary Heating Fuel

2883/41D

0408964

No Record

SDA 40-2 200 PF

87.50%

Tap Water

4.50%

Methanol

INK SOLVENT PM 6193 / DUP FLUID 11 ANHY

10/13/05

10/21/05

FAIRFIELD, CA

Coatings, Miscellaneous

2883/41D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropyl Alcohol

11.2 gal

N-Propyl Alcohol

PARCOSOL 282 BLEND

09/25/01

10/14/01

GARLAND

Cleaning Solution

1173/24D

0376657

6601174

SDA 3C 200 PF

100 gal

Acetone

650 gal

Aromatic Petroleum Distillate

OVERWRAPS FAST BLEND

03/07/05

03/14/05

GARLAND

Printing Applications

1173/24D

0266194

7884112

SDA 3C 200 PF

121.60 fl oz

N-Propyl Acetate

32 fl oz

E-Z XXX BLEND

02/21/01

03/01/01

GARLAND

Ink Solvent

1173/24D

0327335

7502380

SDA 3C 200 PF

100 gal

n-PROPANOL

100 gal

Heptane

WIPE IT OFF 1

02/21/01

03/01/01

GARLAND

Ink Solvent

1173/24D

0315865

2737708

SDA 3A 200 PF

100 gal

VM&P Naptha

174 gal

Xylene

K SOLVENT BLEND PP

02/21/01

03/01/01

GARLAND

Ink Solvent

1173/24D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

GARLAND

Duplicating Fluid

1173/24D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

GARLAND

Duplicating Fluid

1173/24D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

HAMPTON BLEND

07/29/99

08/09/99

GARLAND

Room Deodorizer

1173/24D

0356177

No record

SDA 40-2 200 PROOF

100 gal

Igepal CO-660

16.7 gal

South Hampton Bay Fragrance

MRX BLEND

07/29/99

11/08/99

GARLAND

Nail Polish Remover

1173/24D

0358425

7504178

SDA 40-2 200 PROOF

100 gal

Glycerine

6.1 gal

Propylene Glycol

CRYOVAC 3 - Voided per requestor

GARLAND

1173/24D

ELT DUPLICATING FLUID

07/16/98

08/06/98

HOUSTON

Duplicating Fluid

1149/27D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

ETHANOL S 0215

02/08/02

02/26/02

INDIANAPOLIS

Ink Solvent

1616/1617D

0378787

6601303

SDA 3C 200 PF

53 gal

Heptane

20 gal

n-Propanol

T 136 BLEND

03/26/04

04/05/04

INDIANAPOLIS

Ink Solvent

1616/1617D

0399022

5017564

SDA 3C 200 PF

45.25 gal

Toluene

50 gal

Isopropanol

WINTER BLEND

07/31/02

08/12/02

INDIANAPOLIS

Ink Solvent

1616/1617D

0383929

5035036

SDA 3C 200 PF

70 gal

N-Propyl Acetate

15 gal

n-Propanol

SUMMER BLEND

07/31/02

08/12/02

INDIANAPOLIS

Ink Solvent

1616/1617D

0383931

5035037

SDA 3C 200 PF

35 gal

N-Propyl Acetate

15 gal

n-Propanol

DUPLICATING FLUID 5

02/21/01

03/01/01

INDIANAPOLIS

Duplicating Fluid

1616/1617D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

GTI BLEND

01/03/03

02/05/03

KANSAS CITY

Ink Solvent

776/004D

0390100

5010621

SDA 3C 200 PF

70.4 oz

Lacolene Super

19.2 oz

Acetone

INTERNATIONAL 50-50 BLEND

11/22/02

12/17/02

KANSAS CITY

Ink Solvent

776/004D

0368617

3097916

SDA 3C 200 PF

64 oz

N-Propyl Acetate

64 oz

SURFACE SOLVENT (SONOCO BLEND 2)

09/11/01

09/18/01

KANSAS CITY

Duplicating Fluid

776/004D

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

CD 91

08/27/01

09/04/01

KANSAS CITY

Ink Solvent

776/004D

0376077

5000932

SDA 3C 200 PF

100 gal

N-Propyl Acetate

28.57 gal

n-Propanol

JOPLIN 0000 XXXXX

02/22/01

03/01/01

KANSAS CITY

Duplicating Fluid

776/004D

0360719

3090868

SDA 3C 200 PF

100 gal

Ethyl Acetate

105.26 gal

N-Propyl Acetate

DUPLICATING FLUID 5

02/21/01

03/01/01

KANSAS CITY

Duplicating Fluid

776/004D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

KANSAS CITY

Duplicating Fluid

776/004D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

DUPLICATING FLUID 11

11/02/99

11/29/99

KNOXVILLE

Duplicating Fluid

743

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.24 gal

N-Propyl Acetate

SONOCO BLEND 1

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0324587

3090530

SDA 3C 200 PF

100 gal

N-Propyl Acetate

57.3 gal

Isopropanol

SONOCO BLEND 2

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

SONOCO BLEND 3

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0324624

3090541

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

SONOCO BLEND 4

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0327181

3090517

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

SUNOCO BLEND 6

08/19/99

08/23/99

KNOXVILLE

Ink Solvent

743

0355942

3461905

SDA 3C 200 PF

100 gal

Isopropanol

11.1 gal

N-Propyl Acetate

DELL MARKING INK BLEND

01/14/04

01/23/04

LANSING

Solvent/Thinner

1191/1192D

0351902

7503166

SDA 3C 200 PF

100 gal

Isopropyl Acetate

41 gal

Diacetone Alcohol

BLEND NAME

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

COMPONENT 9

PERMIT QUANTITY

SB 55

11.24 gal

N-Propyl Acetate

1.12 gal

SB 45

112.36 gal

Ethyl Acetate

112.36 gal

Methanol

11.24 gal

SB 44 BLEND

11.24 gal

INK SOLVENT PM 6118-3C

1.12 gal

DUPLICATING FLUID 5

DUPLICATING FLUID 105 C NPA 11C 106

ALCOHOL SOLVENT BLEND 50-50

3.07 fl oz

INK SOLVENT PM 6193 / DUP FLUID 11 ANHY

1.1 gal

K SOLVENT BLEND PP

DUPLICATING FLUID 5/ PM 6264 (DUPLICATING FLUID PM 6264)

GS 15-3267

5%

GS 15-3267

3%

MEK

5%

INK SOLVENT PM 6193 / DUP FLUID 11 ANHY

1.1 gal

PARCOSOL 282 BLEND

250 gal

OVERWRAPS FAST BLEND

E-Z XXX BLEND

96.30 gal

n-Propyl Acetate

74.07 gal

WIPE IT OFF 1

74 gal

n-Propyl Acetate

52 gal

K SOLVENT BLEND PP

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

HAMPTON BLEND

16.7 gal

Water

200 gal

SDA-TX-117?

MRX BLEND

2.5 gal

Water

107.4 gal

Antiseptic Oil

30.9 gal

SDA-TX-117?

CRYOVAC 3 - Voided per requestor

ELT DUPLICATING FLUID

1.1 gal

ETHANOL S 0215

15 gal

N-Propyl Acetate

12 gal

T 136 BLEND

2.5 gal

N-Propyl Acetate

2.25 gal

WINTER BLEND

15 gal

SUMMER BLEND

50 gal

DUPLICATING FLUID 5

GTI BLEND

25.6 oz

Methanol

12.8 oz

% of Lacolene and Ethanol is reversed in mainframe and SAP

INTERNATIONAL 50-50 BLEND

SURFACE SOLVENT (SONOCO BLEND 2)

11 gal

CD 91

14.29 gal

JOPLIN 0000 XXXXX

5.26 gal

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

DUPLICATING FLUID 11

1.12 gal

SONOCO BLEND 1

11.2 gal

n-Propanol

112.4 gal

SONOCO BLEND 2

11 gal

SONOCO BLEND 3

1.1 gal

Ethyl Acetate

168.5 gal

SONOCO BLEND 4

113.5 gal

SUNOCO BLEND 6

1.1 gal

Ethyl Acetate

112.1 gal

Hexane

112.5 gal

DELL MARKING INK BLEND

12 gal

Isopropanol

12 gal

Methanol

5 gal

N-Propyl Acetate

2 gal

124

BLEND NAME

PERMIT APPLIED

DATES APPROVED

FACILITY

USAGE

FACILITY PERMIT(s)

ITEM#

SAP BASE#

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

XXXXXXXX PURGE BLEND 2 now HST PARCOSOL 287

09/03/02

09/23/02

LANSING

Synthetic Coating Solvent

0000

0000000

5008047

SDA 3C 200 PF

15 gal

Methyl normal Amyl Ketone

5 gal

Acetone

XXXXXXXX PURGE

11/02/99

11/29/99

LANSING

Ink Solvent

0000

0000000

No record

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.25 gal

Acetone

CHEMLINE BLEND 1

02/21/01

03/01/01

MIAMI

Duplicating Fluid

DSP-FL-25

0362390

2202876

SDA 3A 200 PF

100 gal

Xylene

350 gal

Methyl Ethyl Ketone

XXXXX INK SOLVENT

02/21/01

03/01/01

MIAMI

Ink Solvent

DSP-FL-25

0360875

7504879

SDA 3C 200 PF

100 gal

N-Propanol

30.77 gal

N-Propyl Acetate

DUPLICATING FLUID 5

02/21/01

03/01/01

MIAMI

Duplicating Fluid

DSP-FL-25

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

MIAMI

Duplicating Fluid

DSP-FL-25

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6264

11/02/99

11/29/1999

MOBILE

Ink Solvent

196

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.25 gal

INK BLEND 90-10

12/04/01

12/11/01

ST LOUIS

Ink Solvent

1338/34D

0267768

7890542

SDA 3C 200 PF

100 gal

N-Propyl Acetate

11.11 gal

JOPLIN 0000 XXXXX

02/22/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0360719

3090868

SDA 3C 200 PF

100 gal

Ethyl Acetate

105.26 gal

N-Propyl Acetate

E 682 ETHANOL BLEND

02/21/01

03/01/01

ST LOUIS

Ink Solvent

1338/34D

0333365

3090639

SDA 3C 200 PF

100 gal

N-Propyl Acetate

400 gal

S 206 BLEND

02/23/01

03/02/01

ST LOUIS

Duplicating Fluid

1338/34D

0314407

7641164

SDA 3C 200 PF

100 gal

N-Propanol

800 gal

N-Propyl Acetate

DUPLICATING FLUID 5

02/21/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

DUP FLUID 10 ANHYDROUS

02/21/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

T 248 A

01/18/01

01/19/01

ST LOUIS

Ink Solvent

1338/34D

0368871

7505896

SDA 3C 200 PF

100 gal

N-Propanol

700 gal

N-Propyl Acetate

PRINTPACK ROTO SOLVENT

12/04/01

12/11/01

ST LOUIS

Ink Solvent

1338/34D

0379711

6601392

SDA 3C 200 PF

100 gal

N-Propyl Acetate

100 gal

N-Propanol

TM 80191

07/29/99

08/09/99

ST LOUIS

Parts Washer

1338/34D

No record

No record

SDA 3C 200 PF

100 gal

Toluene

421 gal

Methanol

FAST BLEND

01/03/03

02/05/03

ST XXXX

Ink Solvent

964/965D

0354677

3461892 (Cannot be found in SAP)

SDA 3C 200 PF

108.6 oz

N-Propyl Acetate

15.7 oz

Isopropanol

ETHOXY BLEND

12/19/02

02/05/03

ST XXXX

Ink Solvent

964/965D

0382627

5004733

SDA 3C 200 PF

81.5 oz

N-Propyl Acetate

25.5 oz

Propylene glycol monoethyl ether

NORTH DAKOTA BLEND

08/20/02

08/29/02

ST XXXX

Ink Solvent

964/965D

0384573

5035059

SDA 3C 200 PF

40 gal

N-Propanol

50 gal

N-Propyl Acetate

HOOD B 8515 BLEND

08/05/02

08/12/02

ST XXXX

Ink Solvent

964/965D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

SURFACE SOLVENT (SONOCO BLEND 2)

02/21/01

03/01/01

ST XXXX

Duplicating Fluid

964/965D

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

SURFACE SOLVENT A

02/21/01

03/02/01

ST XXXX

Duplicating Fluid

964/965D

0363439

7504841

SDA 3C 200 PF

100 gal

N-Propyl Acetate

25 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

ST XXXX

Duplicating Fluid

964/965D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

02/21/01

03/01/01

ST XXXX

Duplicating Fluid

964/965D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

PM 6129 (aka - DUP FLUID 15 ANHYD)

02/21/01

03/02/01

ST XXXX

Duplicating Fluid

964/965D

0174023

7224100

SDA 3A 200 PF

100 gal

Methanol

15.65 gal

N-Propyl Acetate

INKSOLVE SOLVENT 6118 (aka - Dup fluid 10 Anhyd)

02/21/01

03/01/01

TAMPA

Duplicating Fluid

538/539D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

PARCOSOL 282 BLEND

09/25/01

10/14/01

TULSA

Cleaning Solution

735/4D

0376657

6601174

SDA 3C 200 PF

100 gal

Acetone

650 gal

Aromatic Petroleum Distillate

INK SOLVENT PM 6193

02/21/01

03/01/01

TULSA

Duplicating Fluid

735/4D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

DUPLICATING FLUID 5

07/16/98

08/06/98

TULSA

Duplicating Fluid

735/4D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

FLEXOGRAPHIC 1 (Not in system)

07/29/99

08/09/99

TULSA

Ink Solvent

735/4D

No record

No record

SDA 35-A 200PF

80 gal

N-Propyl Acetate

20 gal

FLEXOGRAPHIC 2 (Not in system)

07/16/98

08/06/98

TULSA

Ink Solvent

735/4D

No record

No record

SDA 35-A 200PF

100 gal

N-Propyl Acetate

60 gal

N-Propanol

INK SOLVENT PM 6193

02/21/01

03/01/01

TWINSBURG

Duplicating Fluid

1657/1658D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

ETHYL ACETATE 85% E BLEND

02/03/03

Pending

TWINSBURG

Ink Solvent

1654/1655D

No record

No record

SDA 3A 200 PF

109.0 oz

Ethyl Acetate 99%

19.2 oz

BLEND NAME

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

COMPONENT 9

PERMIT QUANTITY

XXXXXXXX PURGE BLEND 2 now HST PARCOSOL 287

80 gal

Permit NO. 1159?

XXXXXXXX PURGE

175.44 gal

Methyl Isoamyl Ketone

52.63 gal

Isopropanol

17.54 gal

Permit NO. 1159?

CHEMLINE BLEND 1

50 gal

XXXXX INK SOLVENT

23.08 gal

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6264

INK BLEND 00-00

XXXXXX 0000 XXXXX

5.26 gal

E 682 ETHANOL BLEND

S 206 BLEND

100 gal

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

DUP FLUID 10 ANHYDROUS

1.12 gal

T 248 A

200 gal

PRINTPACK ROTO SOLVENT

100 gal

Isopropanol

3 gal

TM 80191

5.3 gal

FAST BLEND

3.7 oz

Propanol is listed in the mainframe, but not on the hard copy of the formulation

ETHOXY BLEND

21.0 oz

NORTH DAKOTA BLEND

10 gal

HOOD B 8515 BLEND

SURFACE SOLVENT (SONOCO BLEND 2)

11 gal

SURFACE SOLVENT A

DUPLICATING FLUID 5

INK SOLVENT PM 6193

1.1 gal

PM 6129 (aka - DUP FLUID 15 ANHYD)

1.17 gal

INKSOLVE SOLVENT 6118 (aka - Dup fluid 10 Anhyd)

1.12 gal

PARCOSOL 282 BLEND

250 gal

INK SOLVENT PM 6193

1.1 gal

DUPLICATING FLUID 5

FLEXOGRAPHIC 1 (Not in system)

FLEXOGRAPHIC 2 (Not in system)

40 gal

INK SOLVENT PM 6193

1.1 gal

ETHYL ACETATE 85% E BLEND

125

Exhibit B-2 to Schedule 5.16(ii)

Regulated Chemical Permits – Non-transferable

BLENDED NAME

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

BLEND 702505

SDA 3C 200 PF

85.1 fl oz

Heptane

6.4 fl oz

N-Propyl Acetate

36.5 fl oz

XXXXXX BLEND 60-40

SDA 3C 200 PF

48.64 fl oz

N-Propyl Acetate

2.56 fl oz

Ethyl Acetate

76.80 fl oz

404020 BLEND

SDA 3C 200 PF

51.2 fl oz

Isopropyl Alcohol

51.2 fl oz

N-Propyl Acetate

25.6 fl oz

PHOTO POLYMER XX 00

XXX 0X 000 PF

40.9 gal

N-Propanol

41.6 gal

N-Propyl Acetate

17.5 gal

PACKAGING BLEND 1

SDA 3C 200 PF

60 gal

N-Propyl Acetate

20 gal

N-Propanol

20 gal

HD ACTIVATOR SPECIAL

SDA 3C 200 PF

100 gal

3-Methoxybutyl Acetate

128.36 gal

N-Propyl Acetate

91.10 gal

Xylene

47.20 gal

BRAKE & PARTS HE&M

SDA 3A 200 PF

100 gal

Hexane

1285.71 gal

Methanol

42.86 gal

SONOCO BLEND 4

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.5 gal

Isopropanol

11.2 gal

SONOCO BLEND 3

SDA 3C 200 PF

100 gal

Ethyl Acetate

168.5 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

K SOLVENT BLEND A

SDA 3C 200 PF

100 gal

N-Propyl Acetate

31.58 gal

K SOLVENT BLEND PP

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5 190 PROOF

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

5.59 gal

PM 00-00 XXXXX

XXX 0X 200 PF

100 gal

N-Propyl Acetate

23.84

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2

N-Propyl Acetate

1.1

PVC INK BLEND 2

SDA 3C 200 PF

100 gal

N-Propanol

70 gal

Lacolene

45 gal

N-Propyl Acetate

30 gal

BLEND 4420

SDA 3C 200 PF

100 gal

N-Propyl Acetate

50 gal

N-Propanol

100 gal

DAYTONA BRAKE PARTS CLEANER

SDA 3A 200 PF

100 gal

Hexane

1100 gal

Isopropanol

5 gal

Methanol

45 gal

BLEND 50-50 SG

SDA 3C 200 PF

100 gal

N-Propyl Acetate

100 gal

PHOTO POLYMER 104

SDA 3C 200 PF

100 gal

N-Propanol

252.6 gal

Isopropanol

105.3 gal

N-Propyl Acetate

68.4 gal

SONOCO BLEND 1

SDA 3C 200 PF

100 gal

N-Propyl Acetate

57.3 gal

Isopropanol

11.2 gal

N-Propanol

112.4 gal

SONOCO BLEND 2

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

11 gal

DUPLICATING FLUID 5 190 PROOF

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

5.59 gal

STANDARD PACKAGING WINTERBLEND

SDA 3A 200 PF

32.0 fl oz

N-Propyl Alcohol

83.2 fl oz

N-Propyl Acetate

12.8 fl oz

SHAMROCK 1

SDA 3C 200 PF

50 GAL

Isopropyl Acetate

50 gal

BP FLEXO 1 BLEND

SDA 3A 200 PF

100 gal

N-Propyl Acetate

22.36 gal

STANDARD BLEND 1

SDA 3A 200 PF

100 gal

N-Propyl Acetate

66.7 gal

N-Propyl Alcohol

166.7 gal

SI 002 COMPLIANT THINNER

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.7 gal

Isopropanol

122.4 gal

Lacolene

285.7 gal

GP 300

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.26 gal

Hexane

70 gal

STANDARD BLEND 2

SDA 3A 200 PF

100 gal

N-Propanol

100 gal

N-Propyl Acetate

22.2 gal

LM BLEND

SDA 3C 200 PF

100 gal

N-Propanol

325 gal

N-Propyl Acetate

75 gal

GP 2 A BLEND aka SURFACE SOLVENT A

SDA 3C 200 PF

100 gal

N-Propyl Acetate

25 gal

SHAMROCK REPLACEMENT BLEND 4

SDA 3C 200 PF

100 gal

Acetone

166.67 gal

66.67

FAST BLEND

SDA 3C 200 PF

100 gal

N-Propyl Acetate

15.85

Isopropanol

4.88 gal

N-Propanol

1.22 gal

BLEND GP 2

SDA 3C 200 PF

100 gal

N-Propyl Acetate

35.34

Heptane

15.04

CCS 00 XXXXX

XXX 0X 200 PF

100 gal

N-Propyl Acetate

177.65 gal

Isopropanol

16.47 gal

TIPPING SOLVENT 1292

SDA 3C 200 PF

100 gal

N-Propyl Acetate

145.61 gal

Acetone

105.26 gal

CHR GP 300

SDA 3C 200 PF

100 gal

Heptane

70.18 gal

N-Propyl Acetate

5.26 gal

GP BLEND 200

SDA 3C 200 PF

100 gal

N-Propyl Acetate

31.58 gal

K SOLVENT BLEND PP

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

DUP FLUID 10 ANHYDROUS

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

1.12 gal

INTERNATIONAL 00-00 XXXXX

XXX 0X 200 PF

100 gal

N-Propyl Acetate

000 xxx

XX XXXXX

XXX 0X 200 PF

100 gal

N-Propyl Acetate

5 gal

Heptane

105 gal

SW HAPS FREE REDUCER 2

SDA 3C 200 PF

17.9 fl oz

N-Propyl Acetate

1.28 fl oz

Methyl n-Amyl Ketone

12.80 fl oz

Isobutyl Acetate

44.80 fl oz

FAST BLEND

SDA 3C 200 PF

108.6 fl oz

N-Propyl Acetate

15.7 fl oz

Isopropanol

3.7 fl oz

ETHOXY BLEND

SDA 3C 200 PF

69.2 gal

N-Propyl Acetate

17.1 gal

Propylene glycol monoethyl ether

13.7 gal

INK BLEND 90-10

SDA 3C 200 PF

100 gal

N-Propyl Acetate

11.11 gal

MPA II CHI A

SDA 3C 200 PF

100 gal

Isopropanol

1580 gal

Water

300 gal

N-Propyl Acetate

2 gal

WS 9245

SDA 23A 200PF

100 gal

Ethyl Acetate

318.41

SPECTRUM BLEND 1019 F

SDA 3C 200 PF

100 gal

N-Propyl Acetate

61.52 gal

N-Propanol

19.96 gal

NEW PRESS BLEND A

SDA 3C 200 PF

100 gal

N-Propyl Acetate

13.61 gal

Isopropanol

11.24 gal

WS 9337

SDA 3A 200 PF

100 gal

N-Propyl Acetate

400 gal

DUPLICATING FLUID 5 190 PROOF

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

5.59 gal

SOLVENT K 917 C

SDA 3C 200 PF

100 gal

N-Propyl Acetate

23.84 gal

WS 9211

SDA 3A 200 PF

100 gal

N-Propyl Acetate

25 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

PM 6129

SDA 3A 200 PF

100 gal

Methanol

15.65 gal

N-Propyl Acetate

1.17 gal

DUP FLUID 10

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

1.12 gal

T 00-411

SDA 3A 200 PF

100 gal

Methyl Ethyl Ketone

100 gal

SPECTRUM BLEND 1369 E

SDA 3C 200 PF

100 gal

Ethyl Acetate

154 gal

N-Propyl Acetate

5 gal

SPECTRUM BLEND 1696

SDA 3C 200 PF

100 gal

Ethyl Acetate

43 gal

N-Propyl Acetate

11 gal

REGULAR SOLVENT BLEND - PURGED

SDA 3A 200 PF

100 gal

N-Propanol

100 gal

N-Propyl Acetate

22.2 gal

BLEND 042-210 H

SDA 3C 200 PF

8.9 gal

Ethyl Acetate

90 gal

Isopropanol

1 gal

N-Propyl Acetate

0.1 gal

BLEND 042-209 H

SDA 3C 200 PF

89 gal

Isopropanol

10 gal

N-Propyl Acetate

1 gal

BLEND 042-208 H MP

SDA 3C 200 PF

30 gal

Isopropanol

19.5 gal

N-Propanol

50 gal

N-Propyl Acetate

0.5gal

BLEND 042-211 H

SDA 3C 200 PF

84.6 gal

Isopropanol

9.5 gal

Deionized Water

5 gal

N-Propyl Acetate

0.9 gal

SPECTRUM BLEND 1019 E

SDA 3C 200 PF

100 gal

Ethyl Acetate

43 gal

N-Propyl Acetate

11 gal

FREON TES

XXX 00

XXXXX XX 00

XXX 00

FREON TE

SDA 30

BLENDED NAME

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

BLEND 702505

XXXXXX BLEND 60-40

404020 BLEND

PHOTO POLYMER SL 99

PACKAGING BLEND 1

HD ACTIVATOR SPECIAL

Ethyl Acetate

19.88 gal

Isopropanol

15.11 gal

2-Butoxyethanol

6.21 gal

Isobutanol

6.21 gal

BRAKE & PARTS HE&M

SONOCO BLEND 4

SONOCO BLEND 3

K SOLVENT BLEND A

K SOLVENT BLEND PP

DUPLICATING FLUID 5 190 PROOF

PM 85-15 BLEND

INK SOLVENT PM 6193

PVC INK BLEND 2

Hexane

5 gal

BLEND 4420

DAYTONA BRAKE PARTS CLEANER

BLEND 50-50 SG

PHOTO POLYMER 104

SONOCO BLEND 1

SONOCO BLEND 2

DUPLICATING FLUID 5 190 PROOF

STANDARD PACKAGING WINTERBLEND

SHAMROCK 1

BP FLEXO 1 BLEND

STANDARD BLEND 1

SI 002 COMPLIANT THINNER

Acetone

200 gal

Isobutyl Isobutyrate

65.3 gal

Isobutyl Acetate

20.4 gal

N-Butanol

16.3 gal

Toluene

0.4 gal

GP 300

STANDARD BLEND 2

LM BLEND

GP 2 A BLEND aka SURFACE SOLVENT A

SHAMROCK REPLACEMENT BLEND 4

FAST BLEND

BLEND GP 2

CCS 11 BLEND

TIPPING SOLVENT 1292

CHR GP 300

GP BLEND 200

K SOLVENT BLEND PP

DUPLICATING FLUID 5

INK SOLVENT PM 6193

DUP FLUID 00 XXXXXXXXX

XXXXXXXXXXXXX 00-00 XXXXX

XX BLEND

SW HAPS FREE REDUCER 2

Isopropanol

19.2 fl oz

Isobutanol

12.8 fl oz

Acetone

19.2 fl oz

FAST BLEND

ETHOXY BLEND

INK BLEND 90-10

MPA II CHI A

MPA II Catalyst

2 gal

WS 9245

SPECTRUM BLEND 1019 F

NEW PRESS BLEND A

WS 9337

DUPLICATING FLUID 5 190 PROOF

SOLVENT K 917 C

WS 9211

DUPLICATING FLUID 5

INK SOLVENT PM 6193

PM 6129

DUP FLUID 00

X 00-000

XXXXXXXX XXXXX 1369 E

SPECTRUM BLEND 1696

REGULAR SOLVENT BLEND - PURGED

BLEND 042-210 H

BLEND 042-209 H

BLEND 042-208 H MP

BLEND 042-211 H

SPECTRUM BLEND 1019 E

FREON TES

FREON TE 35

FREON TE

126

BLENDED NAME

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

ALPET E 3

SDA 3C 200 PF

88.74 fl oz

Isopropanol 99%

8.19 fl oz

Purified Water

30.87 fl oz

Glycerine, Kosher

0.301 fl oz

HST PARCOSOL 287

SDA 3C 200 PF

15 gal

Methyl normal Amyl Ketone

5 gal

Acetone

80 gal

INK BLEND 90-10 ?190 Pf vs chicago 200 PF

SDA 3C 190 PF

100 gal

N-Propyl Acetate

11.11 gal

SB 70

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.48 gal

N-Propanol

112.36 gal

Ethyl Acetate

112.36

SB 55

SDA 3C 200 PF

100gal

Ethyl Acetate

112.36 gal

Methanol

11.24 gal

N-Propyl Acetate

1.12 gal

SB 45

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.48 gal

Toluene

112.36 gal

Ethyl Acetate

112.36 gal

SB 00 XXXXX

XXX 0X 200 PF

100 gal

N-Propyl Acetate

263.29 gal

Methanol

11.24 gal

INK SOLVENT PM 6118-3C

SDA 3C 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

1.12 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 105 C NPA 11C 106

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

ALCOHOL SOLVENT BLEND 50-50

SDA 3A 190 PF

60.91 fl oz

Isopropanol 99%

64.0 fl oz

Methanol

3.07 fl oz

INK SOLVENT PM 6193 / DUP FLUID 11 ANHY

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

K SOLVENT BLEND PP

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65

PARCOSOL 000 XXXXX

XXX 0X 200 PF

100 gal

Acetone

650 gal

Aromatic Petroleum Distillate

250 gal

E-Z XXX BLEND

SDA 3C 200 PF

100 gal

n-PROPANOL

100 gal

Heptane

96.30 gal

n-Propyl Acetate

74.07 gal

WIPE IT OFF 1

SDA 3A 200 PF

100 gal

VM&P Naptha

174 gal

Xylene

74 gal

n-Propyl Acetate

52 gal

K SOLVENT BLEND PP

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

HAMPTON BLEND

SDA 40

100 gal

Igepal CO-660

16.7 gal

South Hampton Bay Fragrance

16.7 gal

Water

200 gal

MRX BLEND

SDA 40

100 gal

Glycerine

6.1 gal

Propylene Glycol

2.5 gal

Water

107.4 gal

CRYOVAC 3 - Voided per requestor

ELT DUPLICATING FLUID

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

ETHANOL S 0215

SDA 3C 200 PF

53 gal

Heptane

20 gal

n-Propanol

15 gal

N-Propyl Acetate

12 gal

T 000 XXXXX

XXX 0X 200 PF

45.25 gal

Toluene

50 gal

Isopropanol

2.5 gal

N-Propyl Acetate

2.25 gal

WINTER BLEND

SDA 3C 200 PF

70 gal

N-Propyl Acetate

15 gal

n-Propanol

15 gal

SUMMER BLEND

SDA 3C 200 PF

35 gal

N-Propyl Acetate

15 gal

n-Propanol

50 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 0000

XXX XXXXX

XXX 0X 000 PF

70.4 oz

Lacolene Super

19.2 oz

Acetone

25.6 oz

Methanol

12.8 oz

INTERNATIONAL 00-00 XXXXX

XXX 0X 200 PF

64 oz

N-Propyl Acetate

64 oz

SURFACE SOLVENT (SONOCO BLEND 2)

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

11 gal

CD 91

SDA 3C 200 PF

100 gal

N-Propyl Acetate

28.57 gal

n-Propanol

14.29 gal

JOPLIN 5050 BLEND

SDA 3C 200 PF

100 gal

Ethyl Acetate

105.26 gal

N-Propyl Acetate

5.26 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

DUPLICATING FLUID 11

SDA 3C 200 PF

100 gal

Isopropanol

11.24 gal

N-Propyl Acetate

1.12 gal

SONOCO BLEND 1

SDA 3C 200 PF

100 gal

N-Propyl Acetate

57.3 gal

Isopropanol

11.2 gal

n-Propanol

112.4 gal

SONOCO BLEND 2

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

11 gal

SONOCO BLEND 3

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

Ethyl Acetate

168.5 gal

SONOCO BLEND 4

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

113.5 gal

SUNOCO BLEND 6

SDA 3C 200 PF

100 gal

Isopropanol

11.1 gal

N-Propyl Acetate

1.1 gal

Ethyl Acetate

112.1 gal

DELL MARKING INK BLEND

SDA 3C 200 PF

100 gal

Isopropyl Acetate

41 gal

Diacetone Alcohol

12 gal

Isopropanol

12 gal

XXXXXXXX PURGE BLEND 2 now HST PARCOSOL 287

SDA 3C 200 PF

15 gal

Methyl normal Amyl Ketone

5 gal

Acetone

80 gal

XXXXXXXX PURGE

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5.25 gal

Acetone

175.44 gal

Methyl Isoamyl Ketone

52.63 gal

INK BLEND 90-10

SDA 3C 200 PF

100 gal

N-Propyl Acetate

11.11 gal

JOPLIN 5050 BLEND

SDA 3C 200 PF

100 gal

Ethyl Acetate

105.26 gal

N-Propyl Acetate

5.26 gal

E 682 ETHANOL BLEND

SDA 3C 200 PF

100 gal

N-Propyl Acetate

000 xxx

X 000 XXXXX

XXX 0X 200 PF

100 gal

N-Propanol

800 gal

N-Propyl Acetate

100 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

DUP FLUID 10 ANHYDROUS

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

1.12 gal

T 248 A

SDA 3C 200 PF

100 gal

N-Propanol

700 gal

N-Propyl Acetate

200 gal

PRINTPACK ROTO SOLVENT -Mainframe has an A & B

SDA 3C 200 PF

100 gal

N-Propyl Acetate

100 gal

N-Propanol

100 gal

Isopropanol

3 gal

TM 80191

SDA 3C 200 PF

100 gal

Toluene

421 gal

Methanol

5.3 gal

FAST BLEND

SDA 3C 200 PF

108.6 oz

N-Propyl Acetate

15.7 oz

Isopropanol

3.7 oz

ETHOXY BLEND

SDA 3C 200 PF

81.5 oz

N-Propyl Acetate

25.5 oz

Propylene glycol monoethyl ether

21.0 oz

NORTH DAKOTA BLEND

SDA 3C 200 PF

40 gal

N-Propanol

50 gal

N-Propyl Acetate

10 gal

HOOD B 8515 BLEND

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

SURFACE SOLVENT (SONOCO BLEND 2)

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

11 gal

SURFACE SOLVENT A

SDA 3C 200 PF

100 gal

N-Propyl Acetate

25 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

PM 6129 (aka - DUP FLUID 15 ANHYD)

SDA 3A 200 PF

100 gal

Methanol

15.65 gal

N-Propyl Acetate

1.17 gal

INK SOLVENT 6118 (aka - Dup fluid 10 Anhyd)

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

1.12 gal

PARCOSOL 000 XXXXX

XXX 0X 200 PF

100 gal

Acetone

650 gal

Aromatic Petroleum Distillate

250 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

FLEXOGRAPHIC 1 (Not in system)

SDA 35-A 200PF

80 gal

N-Propyl Acetate

20 gal

BLENDED NAME

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

ALPET E 3

Glycerol Monolaurate

0.255 oz Xx.

XXX XXXXXXXX 000

INK BLEND 90-10 ?190 Pf vs chicago 200 PF

SB 70

Methanol

11.24 gal

SB 55

SB 45

Methanol

11.24 gal

SB 44 BLEND

INK SOLVENT PM 6118-3C

DUPLICATING FLUID 5

DUPLICATING FLUID 105 C NPA 11C 106

ALCOHOL SOLVENT BLEND 50-50

INK SOLVENT PM 6193 / DUP FLUID 11 ANHY

K SOLVENT BLEND PP

PARCOSOL 282 BLEND

E-Z XXX BLEND

WIPE IT OFF 1

K SOLVENT BLEND PP

DUPLICATING FLUID 5

INK SOLVENT PM 6193

HAMPTON BLEND

MRX BLEND

Antiseptic Oil

30.9 gal

CRYOVAC 3 - Voided per requestor

ELT DUPLICATING FLUID

ETHANOL S 0215

T 136 BLEND

WINTER BLEND

SUMMER BLEND

DUPLICATING FLUID 5

INK SOLVENT PM 6193

GTI BLEND

INTERNATIONAL 50-50 BLEND

SURFACE SOLVENT (SONOCO BLEND 2)

CD 91

JOPLIN 5050 BLEND

DUPLICATING FLUID 5

INK SOLVENT PM 6193

DUPLICATING FLUID 11

SONOCO BLEND 1

SONOCO BLEND 2

SONOCO BLEND 3

SONOCO BLEND 4

SUNOCO BLEND 6

Hexane

112.5 gal

DELL MARKING INK BLEND

Methanol

5 gal

N-Propyl Acetate

2 gal

XXXXXXXX PURGE BLEND 2 now HST PARCOSOL 287

XXXXXXXX PURGE

Isopropanol

17.54 gal

INK BLEND 90-10

JOPLIN 5050 BLEND

E 682 ETHANOL BLEND

S 206 BLEND

DUPLICATING FLUID 5

INK SOLVENT PM 6193

DUP FLUID 10 ANHYDROUS

T 248 A

PRINTPACK ROTO SOLVENT -Mainframe has an A & B

TM 80191

FAST BLEND

ETHOXY BLEND

NORTH DAKOTA BLEND

HOOD B 8515 BLEND

SURFACE SOLVENT (SONOCO BLEND 2)

SURFACE SOLVENT A

DUPLICATING FLUID 5

INK SOLVENT PM 6193

PM 6129 (aka - DUP FLUID 15 ANHYD)

INK SOLVENT 6118 (aka - Dup fluid 10 Anhyd)

PARCOSOL 282 BLEND

INK SOLVENT PM 6193

DUPLICATING FLUID 5

FLEXOGRAPHIC 1 (Not in system)

127

BLENDED NAME

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

FLEXOGRAPHIC 2 (Not in system)

SDA 35-A 200PF

100 gal

N-Propyl Acetate

60 gal

N-Propanol

40 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

ETHYL ACETATE 85% E BLEND

SDA 3A 200 PF

109.0 oz

Ethyl Acetate 99%

19.2 oz

CHEMLINE BLEND 1

SDA 3A 200 PF

100 gal

Xylene

350 gal

Methyl Ethyl Ketone

50 gal

XXXXX INK SOLVENT

SDA 3C 200 PF

100 gal

N-Propanol

30.77 gal

N-Propyl Acetate

23.08 gal

DUPLICATING FLUID 5

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

INK SOLVENT PM 6193

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

1.1 gal

BLENDED NAME

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

FLEXOGRAPHIC 2 (Not in system)

INK SOLVENT PM 6193

ETHYL ACETATE 85% E BLEND

CHEMLINE BLEND 1

XXXXX INK SOLVENT

DUPLICATING FLUID 5

INK SOLVENT PM 6193

128

Exhibit B-2 to Schedule 5.16(ii)

Regulated Chemical Permits – Non-transferable

BLEND NAME

PERMIT APPLIED

DATES APPROVED

FACILITY

USAGE

FACILITY PERMIT(s)

ITEM#

SAP BASE#

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

DELL MARKING INK BLEND

01/14/04

01/23/04

LANSING

Solvent/ Thinner

1191/1192D

0351902

7503166

SDA 3C 200 PF

100 gal

Isopropyl Acetate

41 gal

Diacetone Alcohol

DUP FLUID 10

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

DUP FLUID 10 ANHYDROUS

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

DUP FLUID 10 ANHYDROUS

02/21/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

DUPLICATING FLUID 5

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

GARLAND

Duplicating Fluid

1173/24D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

INDIANAPOLIS

Duplicating Fluid

1616/1617D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

KANSAS CITY

Duplicating Fluid

776/004D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

MIAMI

Duplicating Fluid

DSP-FL-25

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

02/21/01

03/01/01

ST XXXX

Duplicating Fluid

964/965D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5

07/16/98

08/06/98

TULSA

Duplicating Fluid

735/4D

0188969

7224150

SDA 3C 200 PF

100 gal

N-Propyl Acetate

5 gal

DUPLICATING FLUID 5 190 PROOF

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0260036

7130294

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

DUPLICATING FLUID 5 190 PROOF

02/21/01

03/01/01

BIRMINGHAM

Duplicating Fluid

194/195D

0260036

7130294

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

DUPLICATING FLUID 5 190 PROOF

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0260036

7130294

SDA 3C 200 PF

100 gal

Water

6.15 gal

N-Propyl Acetate

ELT DUPLICATING FLUID

07/16/98

08/06/98

HOUSTON

Duplicating Fluid

1149/27D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

ETHOXY BLEND

08/09/02

08/29/02

CHICAGO

Ink Solvent

2596/2595D

0382627

5004733

SDA 3C 200 PF

69.2 gal

N-Propyl Acetate

17.1 gal

Propylene glycol monoethyl ether

ETHOXY BLEND

12/19/02

02/05/03

ST XXXX

Ink Solvent

964/965D

0382627

5004733

SDA 3C 200 PF

81.5 oz

N-Propyl Acetate

25.5 oz

Propylene glycol monoethyl ether

FAST BLEND

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0354677

3461892

SDA 3C 200 PF

100 gal

N-Propyl Acetate

15.85

Isopropanol

FAST BLEND

10/23/02

10/29/02

CHICAGO

Ink Solvent

2596/2595D

0354677

3461892

SDA 3C 200 PF

108.6 fl oz

N-Propyl Acetate

15.7 fl oz

Isopropanol

FAST BLEND

01/03/03

02/05/03

ST XXXX

Ink Solvent

964/965D

0354677

3461892

SDA 3C 200 PF

108.6 oz

N-Propyl Acetate

15.7 oz

Isopropanol

GP BLEND 200

02/22/01

03/02/01

CHARLOTTE

Ink Solvent

894/895D

0266194

7884112

SDA 3C 200 PF

100 gal

N-Propyl Acetate

31.58 gal

HOOD B 0000 XXXXX

08/05/02

08/12/02

ST XXXX

Ink Solvent

964/965D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

HST PARCOSOL 287

08/18/03

08/28/03

CINCINNATI

Synthetic Coating Solvent

1544/1532D

0384954

5008047

SDA 3C 200 PF

15 gal

Methyl normal Amyl Ketone

5 gal

Acetone

INK BLEND 90-10

02/22/01

03/02/01

CHICAGO

Ink Solvent

2596/2595D

0267768

7890542

SDA 3C 200 PF

100 gal

N-Propyl Acetate

11.11 gal

INK BLEND 90-10

12/04/01

12/11/01

ST LOUIS

Ink Solvent

1338/34D

0267768

7890542

SDA 3C 200 PF

100 gal

N-Propyl Acetate

11.11 gal

INK BLEND 90-10 ?190 Pf vs chicago 200 PF

06/02/03

06/10/03

CINCINNATI

Ink Solvent

1544/1532D

0267768

7890542

SDA 3C 190 PF

100 gal

N-Propyl Acetate

11.11 gal

INK SOLVENT 6118 (aka - Dup fluid 10 Anhyd)

02/21/01

03/01/01

TAMPA

Duplicating Fluid

538/539D

0173222

7224000

SDA 3A 200 PF

100 gal

Methanol

11.24 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

CHARLOTTE

Duplicating Fluid

894/895D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

CHICAGO

Duplicating Fluid

2596/2595D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

GARLAND

Duplicating Fluid

1173/24D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

KANSAS CITY

Duplicating Fluid

776/004D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

MIAMI

Duplicating Fluid

DSP-FL-25

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

ST XXXX

Duplicating Fluid

964/965D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

TULSA

Duplicating Fluid

735/4D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INK SOLVENT PM 6193

02/21/01

03/01/01

TWINSBURG

Duplicating Fluid

1657/1658D

0183057

7130280

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

INTERNATIONAL 50-50 BLEND

12/12/00

12/27/00

CHARLOTTE

Ink Solvent

894/895D

0368617

3097916

SDA 3C 200 PF

100 gal

N-Propyl Acetate

100 gal

BLEND NAME

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

Component 9

DELL MARKING INK BLEND

12 gal

Isopropanol

12 gal

Methanol

5 gal

N-Propyl Acetate

2 gal

DUP FLUID 10

1.12 gal

DUP FLUID 10 ANHYDROUS

1.12 gal

DUP FLUID 10 ANHYDROUS

1.12 gal

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5

DUPLICATING FLUID 5 190 PROOF

5.59 gal

DUPLICATING FLUID 5 190 PROOF

5.59 gal

DUPLICATING FLUID 5 190 PROOF

5.59 gal

ELT DUPLICATING FLUID

1.1 gal

ETHOXY BLEND

13.7 gal

ETHOXY BLEND

21.0 oz

FAST BLEND

4.88 gal

N-Propanol

1.22 gal

FAST BLEND

3.7 fl oz

FAST BLEND

3.7 oz

GP BLEND 200

HOOD B 8515 BLEND

HST PARCOSOL 287

80 gal

INK BLEND 90-10

INK BLEND 90-10

INK BLEND 90-10 ?190 Pf vs chicago 200 PF

INK SOLVENT 6118 (aka - Dup fluid 10 Anhyd)

1.12 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INK SOLVENT PM 6193

1.1 gal

INTERNATIONAL 50-00 XXXXX

000

XXXXX XAME

PERMIT APPLIED

DATES APPROVED

FACILITY

USAGE

FACILITY PERMIT(s)

ITEM#

SAP BASE#

COMPONENT 1

PERMIT QUANTITY

COMPONENT 2

PERMIT QUANTITY

COMPONENT 3

INTERNATIONAL 50-50 BLEND

11/22/02

12/17/02

KANSAS CITY

Ink Solvent

776/004D

0368617

3097916

SDA 3C 200 PF

64 oz

N-Propyl Acetate

64 oz

JOPLIN 5050 BLEND

02/22/01

03/01/01

KANSAS CITY

Duplicating Fluid

776/004D

0360719

3090868

SDA 3C 200 PF

100 gal

Ethyl Acetate

105.26 gal

N-Propyl Acetate

JOPLIN 5050 BLEND

02/22/01

03/01/01

ST LOUIS

Duplicating Fluid

1338/34D

0360719

3090868

SDA 3C 200 PF

100 gal

Ethyl Acetate

105.26 gal

N-Propyl Acetate

K SOLVENT BLEND A

02/22/01

03/02/01

ATLANTA

Ink Solvent

397/398D

0266194

7884112

SDA 3C 200 PF

100 gal

N-Propyl Acetate

31.58 gal

K SOLVENT BLEND PP

02/21/01

03/01/01

ATLANTA

Ink Solvent

397/398D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

K SOLVENT BLEND PP

02/21/01

03/01/01

FAIRFIELD, CA

Ink Solvent

2883/41D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65

K SOLVENT BLEND PP

02/21/01

03/01/01

CHARLOTTE

Ink Solvent

894/895D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

K SOLVENT BLEND PP

02/21/01

03/01/01

GARLAND

Ink Solvent

1173/24D

0266190

7884092

SDA 3C 200 PF

100 gal

N-Propyl Acetate

17.65 gal

MRX BLEND

07/29/99

11/08/99

GARLAND

Nail Polish Remover

1173/24D

0358425

7504178

SDA 40

100 gal

Glycerine

6.1 gal

Propylene Glycol

PARCOSOL 282 BLEND

09/25/01

10/14/01

GARLAND

Cleaning Solution

1173/24D

0376657

6601174

SDA 3C 200 PF

100 gal

Acetone

650 gal

Aromatic Petroleum Distillate

PARCOSOL 282 BLEND

09/25/01

10/14/01

TULSA

Cleaning Solution

735/4D

0376657

6601174

SDA 3C 200 PF

100 gal

Acetone

650 gal

Aromatic Petroleum Distillate

PM 6129

02/21/01

03/02/01

CHICAGO

Duplicating Fluid

2596/2595D

0174023

7224100

SDA 3A 200 PF

100 gal

Methanol

15.65 gal

N-Propyl Acetate

PM 6129 (aka - DUP FLUID 15 ANHYD)

02/21/01

03/02/01

ST XXXX

Duplicating Fluid

964/965D

0174023

7224100

SDA 3A 200 PF

100 gal

Methanol

15.65 gal

N-Propyl Acetate

SOLVENT K 917 C

02/22/01

03/02/01

CHICAGO

Duplicating Fluid

2596/2595D

0193023

7841846

SDA 3C 200 PF

100 gal

N-Propyl Acetate

23.84 gal

SONOCO BLEND 1

06/13/97

07/24/97

ATLANTA

Duplicating Fluid

374

0324587

3090530

SDA 3C 200 PF

100 gal

N-Propyl Acetate

57.3 gal

Isopropanol

SONOCO BLEND 1

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0324587

3090530

SDA 3C 200 PF

100 gal

N-Propyl Acetate

57.3 gal

Isopropanol

SONOCO BLEND 2

06/13/97

07/24/97

ATLANTA

Duplicating Fluid

374

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

SONOCO BLEND 2

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

SONOCO BLEND 3

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0324624

3090541

SDA 3C 200 PF

100 gal

Ethyl Acetate

168.5 gal

Isopropanol

SONOCO BLEND 3

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0324624

3090541

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

SONOCO BLEND 4

02/21/01

03/01/01

ATLANTA

Duplicating Fluid

397/398D

0327181

3090517

SDA 3C 200 PF

100 gal

N-Propyl Acetate

113.5 gal

Isopropanol

SONOCO BLEND 4

07/16/98

08/06/98

KNOXVILLE

Duplicating Fluid

743

0327181

3090517

SDA 3C 200 PF

100 gal

Isopropanol

11.2 gal

N-Propyl Acetate

SURFACE SOLVENT (SONOCO BLEND 2)

09/11/01

09/18/01

KANSAS CITY

Duplicating Fluid

776/004D

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

SURFACE SOLVENT (SONOCO BLEND 2)

02/21/01

03/01/01

ST XXXX

Duplicating Fluid

964/965D

0324588

3090540

SDA 3C 200 PF

100 gal

N-Propyl Acetate

29.2 gal

Isopropanol

BLEND NAME

PERMIT QUANTITY

COMPONENT 4

PERMIT QUANTITY

COMPONENT 5

PERMIT QUANTITY

COMPONENT 6

PERMIT QUANTITY

COMPONENT 7

PERMIT QUANTITY

COMPONENT 8

PERMIT QUANTITY

Component 9

INTERNATIONAL 50-50 BLEND

JOPLIN 5050 BLEND

5.26 gal

JOPLIN 5050 BLEND

5.26 gal

K SOLVENT BLEND A

K SOLVENT BLEND PP

K SOLVENT BLEND PP

K SOLVENT BLEND PP

K SOLVENT BLEND PP

MRX BLEND

2.5 gal

Water

107.4 gal

Antiseptic Oil

30.9 gal

PARCOSOL 282 BLEND

250 gal

PARCOSOL 282 BLEND

250 gal

PM 6129

1.17 gal

PM 6129 (aka - DUP FLUID 15 ANHYD)

1.17 gal

SOLVENT K 917 C

SONOCO BLEND 1

11.2 gal

N-Propanol

112.4 gal

SONOCO BLEND 1

11.2 gal

n-Propanol

112.4 gal

SONOCO BLEND 2

11 gal

SONOCO BLEND 2

11 gal

SONOCO BLEND 3

11.2 gal

N-Propyl Acetate

1.1 gal

SONOCO BLEND 3

1.1 gal

Ethyl Acetate

168.5 gal

SONOCO BLEND 4

11.2 gal

SONOCO BLEND 4

113.5 gal

SURFACE SOLVENT (SONOCO BLEND 2)

11 gal

SURFACE SOLVENT (SONOCO BLEND 2)

11 gal

130

Exhibit C to Schedule 5.16(ii)

Please see attached Exhibit C to Schedule 5.16(ii).

131

Exhibit C to Schedule 5.16(ii)

Environmental Permits - Non-transferable

Site		Type of Permit		Permit #		Transferable (Y/N)
Birmingham, AL		Air		4-07-0028		No
Carson, CA		Water - NPDES		4B19S013228		No
Charlotte, NC		Stormwater		NCS000315		No
Clearfield, UT		Water - NPDES		UTR000222		No
Columbia, SC		Used oil Transporter Registration		UOT-SCD980839823		No
Columbia, SC		Hazardous Materials Registration Certificate		10013		No
Edmonton, AB		Railway Operating Certificate		03-0297 / Railway ID# IN-0211
Evendale, OH		Water - POTW		MIL-245		No
Fairfield, CA		Xxxxxx County CUPA permit		Permit fees are paid yearly, but no actual permit on file here		No
Fontana, CA		San Bernardino County Fire Protection District CUPA		FA0008125		No
Franklin Park, IL		Air		31096ANI		No
Garland, TX		Water - NPDES		TXRNEU977		No
Halifax, NS		Dangerous Goods Handling Facility		1999-01866-RO1
Lansing, MI		Water - POTW		NADC0Y093010A		No
Memphis, TN		Air		0000-00X		Xx
Xxxxxxxxxxx Xxxxx, XX*		Air		1075-7MLQFD		No
Mississauga South, ON		Water - Storm		3584-7SDJ3N		No
Mississauga South, ON		Drum Reconditioner		29-24D
Mobile, AL		Air		000-0000-X000
000-0000-X000”		No
Montreal, QB		Environmental Certificate of Authorization		7610-06-01-039710 060005752
Nashville (Clifton), TN		Air		211-1, 211-2, 211-4, 211-5		No
Savannah, GA		Air		0000-000-00000		No
Savannah, GA		Non-Hazardous Waste Collection Permit		PBR-160-62COL		No

* An application has been made to split this permit between Ashland and Nexeo, such that Nexeo would obtain the portion of the permit relating to the Business and Ashland would retain the portion of the permit relating to its other businesses. This application is currently pending.

132

Schedule 5.17

Tax Matter Exceptions

Taxes reported by Ashland and the Asset Selling Corporations are subject to audit or review in most taxing jurisdictions. No material issues specific to Taxes relating to the Business or the Conveyed Assets are pending in any taxing jurisdiction.

133

Schedule 5.18(a)

Non-Compliance with Applicable Laws Respecting Employment

In October 2010, Ashland resolved a claim with respect to nine hourly employees primarily located at Ashland’s distribution facility in Carson, CA, in which Ashland discovered that it had not properly calculated overtime pay in compliance with California law.

In response to the discovery of improper overtime pay calculations, Ashland conducted a review of payroll and time records with respect to the three prior years and identified any instances of non-compliance with respect to overtime accruals. In settlement, Ashland paid each of the affected employees for lost wages, overtime pay, 401(k) contributions and other benefits to the extent such compensation was previously underpaid. Ashland also paid each affected employee the statutory penalties due under California law. Ashland accrued these expenses for fiscal year 2010. Nine current employees and three former employees of Ashland received payments pursuant to the settlement of this matter, which totaled approximately $260,000 in the aggregate. No formal complaint was filed with any government authority.

134

Schedule 5.18(c)

Union Contracts

Union Contracts - US

Third Party		Ashland Entity		Location
The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, Local 397		Ashland Distribution, Ashland Inc.		Carteret, NJ
Brotherhood of Teamsters and Auto Truck Drivers, Local No. 70 of Alameda County		Ashland Distribution Company, Subsidiary of Ashland Inc.		Fairfield, CA
I.B.T. Local 89		Ashland Distribution		Louisville, KY
United Steel Workers, Local 286		Ashland Distribution, Division of Ashland Inc.		Morrisville, PA
Automotive, Petroleum and Allied Industries Employees Union, Local 618		Ashland Distribution Company, Division of Ashland Inc.		St. Louis, MO
Teamsters Local Union No. 348 Affiliated with the International Brotherhood of Teamsters		Ashland Distribution Company, Division of Ashland Inc.		Twinsburg, OH
I.B.T. Local 781		Ashland Distribution Company		Willow Springs, IL
Truck Drivers, Oil Drivers, Filling Station and Platform Workers Union, Local No. 705		Ashland Distribution Company, Division of Ashland Inc.		Willow Springs, IL

Ashland has entered into the following Extension Agreements with respect to certain Union Contracts that had expired prior to Closing:

1. Extension Agreement between Ashland Distribution Company and United SteelPaper and Forestry, Rubber Manufacturing, Energy, Allied Industrial and Service Workers International Union, Local 397, dated March 4, 2011.

2. Extension Agreement between Ashland Distribution Company and International Brotherhood of Teamsters, Local 781, dated February 28, 2011.

3. Extension Agreement between Ashland Distribution Company and InternationalBrotherhood of Teamsters, Local 89, dated March 10, 2011.

135

EMEA National/Country Collective Agreements Europe

Third Party		Ashland Entity		Location
National Paritair Committee Chemie (Chemical Industry Agreement)		Ashland Belgium B.V.B.A.		Mechelen, Belgium
Muovituoteteollisuuden xx xxxxxx tuoteteollisuuden tyoehtosopimus (collective agreement of plastic product industry and chemical product industry)		Ashland Finland OY		Finland
Collective National Agreement for Chemical Industry		Ashland France SAS		Bezon, France
AGA (white collar employees)		Valvoline (Deutschland) G		Stuttgart, Germany
Collective National Agreement for Chemical Industry		Ashland Italia S.P.A.		Milan, Italy
Convenio General de la Industria Quimica (CGIQ) (Chemical Industry Agreement)		Ashland Chemical Hispania		Barcelona, Spain
Tjanstemannaavtalet Industri och Kemigruppen - SIF, CF, Ledarna (Chemical Industry Agreement)		Ashland Sweden AB		Stenungsund, Sweden

EMEA Country Works Council/Employee Representative Groups

Parties		Ashland Entity		Location
Works Council: internally elected employees (approval necessary with local Labor Inspector approval)		Ashland France SAS		Bezon, France
Works Council: internally elected employees (legal entity included in the Offenbach works council jurisdiction)		Valvoline (Deutschland) G		Stuttgart, Germany
Works Council: currently being formed via internal employee elections but at this time is not officially organized		Ashland Chemical Hispania		Barcelona, Spain
Works Council: internally elected employees (represent both business and shared service employees)		Ashland Nederland B.V.		Barendrecht, Netherlands

136

Schedule 5.18(d)

Employee Termination Exceptions

Please see attached Exhibit A to Schedule 5.18(d).

137

Exhibit A to Schedule 5.18(d)

138

Exhibit A to Schedule 5.18(d)

Employee Termination Exceptions

Ashland Distribution US Terminations

Pers. No.

Last name

First name

Term Date

Personnel Area

Personnel Subarea

Organizational Unit

Position

346039

Xxxxxxxx

Xxxxxx L

09/11/2010

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG BUS SUP PRCH PLAS ORDER

PROCUREMENT ASSISTANT A

402821

Xxxx

Xxxxx D

09/11/2010

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG BUS SUP PRCH PLAS PRCMT

PROCUREMENT ASSISTANT B

251991

Xxxxxxx

Xxxx S

10/01/2010

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

DISTSALESCOMPOSITESWESTCOAST

SALES ACCOUNT MANAGER IV

366339

Xxxxxx

Xxxxx R

10/02/2010

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG BUS SUP PRCH CHEM PRCMT

PROCUREMENT ASSISTANT B

345375

Xxxxxx

Xxxxxxxx S

10/09/2010

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES CHEM CORP ACCTS

STRATEGIC ACCOUNT MANAGER II

367019

Xxxxxx

Xxxxxxx M

10/12/2010

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES PLASTICS MW CHICAGO

SALES ACCOUNT MANAGER III

363044

Xxxx

Xxxxxx

10/21/2010

US-MS-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES PLASTICS EAST SE ATLANTA

SALES ACCOUNT MANAGER III

339963

Xxxxxxx

Xxxxxxx

10/30/2010

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG BUS SUP PRCH PLAS DIST

PROCUREMENT ASSISTANT B

194300

Xxxxxx

Xxxxxxx B

10/30/2010

US-VA-ROANOKE

ADC-ASH DIST

DIST SALES CHEM SE/SW CAROLINAS

SALES ACCOUNT MANAGER IV

349705

Xxxx

Xxxxx

11/06/2010

US-CT-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES PLASTICS EAST NE NEW ENGLAND

SALES ACCOUNT MANAGER II

404190

Xxxxxx

Xxxx M

11/13/2010

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG BUS SUP PRCH CMP PRCMNT

PROCUREMENT ASSISTANT B

344610

Xxxxxxx

Xxxxxxxx

11/19/2010

US-OH-DUBLIN-DA

ADC-ASH DIST

ASHLAND DISTRIBUTION

EXECUTIVE ASSISTANT II

242764

Xxxxx

Xxxxxx J

11/25/2010

US-MN-SHAKOPEE (SC-4471)

ADC-ASH DIST

DIST SALES PLASTICS WEST MINNEAPOLIS

SALES ACCOUNT MANAGER IV

345429

Xxxx

Xxxxxx

12/06/2010

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES COMPOSITES SE

SALES ACCOUNT MANAGER IV

139

Pers. No.

Last name

First name

Term Date

Personnel Area

Personnel Subarea

Organizational Unit

Position

337276

Xxxxxx

Xxxxxx D

01/17/2011

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES COMPOSITES SE

SALES ACCOUNT MANAGER IV

342811

Xxxxxx

Xxxxx G

01/22/2011

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES CHEM MW/W PERS CARE/ARIZONA

SALES ACCOUNT MANAGER IV

52810

O’Xxxxx

Xxxx R

01/22/2011

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES PLASTICS EAST NE NEW JERSEY

SALES ACCOUNT MANAGER IV

359883

Xxxxx

Xxxxx

01/22/2011

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES ENV SVCS SW

SALES ACCOUNT MANAGER II

275686

Xxxxxxx

Xxxxxxx L

01/22/2011

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES PLASTICS WEST SAN XXXX

MANAGER SALES II

350393

Xxxxxx

Xxxxxxx

01/29/2011

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES CHEM CORP ACCTS

STRATEGIC ACCOUNT MANAGER II

343785

Xxxxx

Xxxxxx

02/07/2011

US-CO-NON-FACILITY LOCATION

ADC-ASH DIST

DISTSALESENVSVCSWESTCOAST

SALES ACCOUNT MANAGER III

341172

Xxxxxxx

Xxxxxxx

02/08/2011

US-AZ-NON-FACILITY LOCATION

ADC-ASH DIST

DISTSALESENVSVCSWESTCOAST

SALES ACCOUNT MANAGER III

262866

Xxxxxx

Xxxxxxxx A

02/12/2011

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG BUS SUP METRICS

MANAGER BUSINESS METRICS

196259

Kedo

Alexander

02/19/2011

US-OH-DUBLIN-DS

ADC-ASH DIST

DIST GLBL SRCG ENV SVCS

PRODUCT MANAGER I

246687

Xxxxxxxxx

Xxxxxx J

02/19/2011

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

DIST SALES ENV SVCS SW

SALES ACCOUNT MANAGER III

31529

Xxxxxxx

Xxxxxxx E

02/21/2011

US-KY-NON-FACILITY LOCATION

ADC-ASH DIXX

XXXX XXXXX XXXX XX/XX XXXXXX

XXXXX XCCOUNT MANAGER IV

45843

Xxxxxx

Xxxxx W

03/01/2011

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

DISTRIBUTION MARKETING OIL/GAS

STRATEGIC ACCOUNT MANAGER II

52444

Xxxxx

Xxxxxx R

03/10/2011

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

DISTSALESCOMPOSITESWESTCOAST

MANAGER SALES II

140

Supply Chain - Groups Supporting Ad - US Terminations

Pers. No.

Last name

First name

Term Date

Personnel Area

Personnel Subarea

Organizational Unit

Position

15479

Xxxxxxxx

Xxxxxxxx A

08/01/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC CREDIT DISTRIBUTION CHEM

CREDIT REPRESENTATIVE SEN

274522

Xxxxxxx

Xxxxxxx C

08/02/2010

US-TX-HOUSTON (SC)

ASCW-WHSE

SC PTD LOG WEST HOUSTON

DRIVER/MATERIAL HANDLER

000000

Xxxxx

Xxxxxxx

08/02/2010

US-AL-XXXXX

XXXX-WHSE

SC PTD LOG IRM XXXXXXXX XXXXX

MATERIAL HANDLER

345569

Xxxxxxxxx

Xxxxxx

08/06/2010

US-NY-BINGHAMTON (SC)

ASCW-WHSE

SC PTD LOG EAST BINGHAMTON

DRIVER/MATERIAL HANDLER

000000

Xxxxxxxx

Xxxxxxx J

08/11/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC PLS/CP CP SW & SE

CUSTOMER SERVICE REPRESENTATIVE I

349822

Xxxxx

Xxxxx T

08/14/2010

US-NY-TONAWANDA

ASCW-WHSE

SC PTD LOG NORTH TONAWANDA

MATERIAL HANDLER

403805

Xxxx

Xxxxxxxx A

08/28/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC PLS/CP PLAS MW1

CUSTOMER SERVICE REPRESENTATIVE I

405081

Xxxxx

Xxxxx

08/28/2010

US-FL-MIAMI

ASCW-WHSE

SC PTD LOG SE MIAMI

DRIVER/MATERIAL HANDLER

000000

Xxxxxxxx

Xxxxx A

08/30/2010

US-AL-LINCOLN

ASCW-WHSE

SC PTD LOG IRM HONDA LINCOLN

OFFICE ASSISTANT A

402729

Xxxxxx

Xxxxxxxxx

09/02/2010

US-TN-MEMPHIS (SC)

ASCW-WHSE

SC PTD LOG SE MEMPHIS

INVENTORY CONTROL COORDINATOR A

310278

Xxxxxxx

Xxxxx C

09/05/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC CREDIT DISTRIBUTION CHEM

CREDIT ASSISTANT A

367442

Xxxxxx

Xxxxx A

09/13/2010

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

LEADPERSON

286967

Xxxx

Xxxxxx N

09/22/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC CREDIT DISTRIBUTION CHEM

CREDIT REPRESENTATIVE II

402718

Xxxxxxx

Xxxxxx H

09/22/2010

US-TN-MEMPHIS (SC)

ASCW-WHSE

SC PTD LOG SE MEMPHIS

DRIVER/MATERIAL HANDLER

000000

Xxxxxx

Xxxxx D

09/24/2010

US-CA-FAIRFIELD

ASCW-WHSE

SC PTD LOG WEST FAIRFIELD

FACILITY SUPERVISOR II

331127

Xxxxxxxxx

Xxxxxx P

09/25/2010

US-CA-FONTANA

ASCW-WHSE

SC PTD LOG WEST FONTANA

FACILITY MANAGER II

293784

Xxxxxxx

Xxxxxxx

09/29/2010

US-NJ-CARTERET

ASCW-WHSE

SC PTD LOG EAST CARTERET

TANK TRUCK DRIVER

000000

Xxxxxx

Xxxxxxx

10/01/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC CHEM MW1

CUSTOMER SERVICE REPRESENTATIVE I

19976

Xxxxxxxxxxx

Xxxxx A

10/01/2010

US-NJ-CARTERET

ASCW-WHSE

SC PTD LOG EAST CARTERET

INVENTORY CONTROL COORDINATOR LEAD

360877

Xxxxxxxxx

Xxxx

10/02/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC GTM AI AAFI

CUSTOMER SERVICE REPRESENTATIVE II

141

Pers. No.

Last name

First name

Term Date

Personnel Area

Personnel Subarea

Organizational Unit

Position

350439

Xxxxxxx

Xxxxx

10/04/2010

US-CA-CARSON

ASCW-WHSE

SC PTD LOG WEST CARSON/FONTANA

MATERIAL HANDLER

363574

Xxxxx

Xxxxxx B

10/06/2010

US-TX-HOUSTON (SC)

ASCW-WHSE

SC PTD LOG WEST HOUSTON

MATERIAL HANDLER

345615

Xxxxxx

Xxxxxxxxx D

10/12/2010

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC PLS/CP PLAS MW2

CUSTOMER SERVICE REPRESENTATIVE I

65550

Xxxxxxx

Xxxxxx H

10/23/2010

US-AL-BIRMINGHAM

ASCW-WHSE

SC PTD LOG SE BIRMINGHAM

DRIVER/MATERIAL HANDLER

000000

Xxxx

Xxxxxxxx C

10/29/2010

US-KS-KANSASCITY (SC)

ASCW-WHSE

SC PTD LOG MW KANSAS CITY

MATERIAL HANDLER

405892

Xxxxxx

Xxxxxxx

11/05/2010

PR-CATANO 1031

ASCW-WHSE

SC PTD LOG SE SAN XXXX

WAREHOUSE LEAD

322578

Xxxxx

Xxxxx Xxxxx

11/13/2010

US-TX-XXXXXXX

XXXX-WHSE

SC PTD LOG XXXX XXXXXXX

DRIVER/MATERIAL HANDLER

000000

Xxxxxxxx-Xxxx

Juliette

11/16/2010

US-NJ-CARTERET

ASCW-WHSE

SC PTD LOG EAST CARTERET

INVENTORY CONTROL COORDINATOR A

405021

Xxxxxxxx

Xxxxxxxx Xxxx

11/18/2010

US-IN-GREENSBURG (SC)

ASCW-WHSE

SC PTD LOG IRM HONDA GREENSBURG

WAREHOUSEPERSON

50016

Xxxxxx

Xxxxxx R

11/21/2010

US-NC-CHARLOTTE (SC)

ASCW-WHSE

SC PTD LOG EAST CHARLOTTE

WAREHOUSE LEAD

401327

Xxxxxxxx

Xxx A

12/06/2010

US-TX-HOUSTON (SC)

ASCW-WHSE

SC PTD LOG WEST HOUSTON

MATERIAL HANDLER

404944

Xxxxxxx

Xxxxxx M

12/10/2010

US-IL-WILLOW SPRINGS

ASCW-WHSE

SC PTD LOG MW WILLOW SPRINGS

MATERIAL HANDLER

72159

Xxxxx

Xxxxxxxx C

12/11/2010

US-IL-WILLOW SPRINGS

ASCW-WHSE

SC PTD LOG MW WILLOW SPRINGS

MATERIAL HANDLER

401281

Xxxxxxx

Xxxxxxxxx J

12/14/2010

US-OH-RUSSELLS POINT

ASCW-WHSE

SC PTD LOG IRM HONDA RUSSELLS POINT

MATERIAL HANDLER

349433

Xxxx

Xxxxx D

12/15/2010

US-OH-EVENDALE

ASCW-WHSE

SC PTD LOG OV EVENDALE

DRIVER/MATERIAL HANDLER

50041

Xxxxxx

Xxxxxx M

12/31/2010

US-TX-HOUSTON (SC)

ASCW-WHSE

SC PTD LOG WEST HOUSTON

INVENTORY CONTROL COORDINATOR A

338183

Xxxxxxx

Xxxx

01/01/2011

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

SC OTC CREDIT COLLECTIONS/INTL

CREDIT REPRESENTATIVE SENIOR

4702

Xxxxx

Xxxxxx L

01/01/2011

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

SC PTD LOG OV TWINSBURG

DRIVER/MATERIAL HANDLER

24904

Xxxx

Xxxxxxxxx

01/01/2011

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

SC PTD LOG OV TWINSBURG

INVENTORY CONTROL COORDINATOR A

142

Pers. No.

Last name

First name

Term Date

Personnel Area

Personnel Subarea

Organizational Unit

Position

42629

Xxxxxxx

Xxxxxxxxx M

01/01/2011

US-TX-MIDLAND

ASCW-WHSE

SC PTD LOG WEST MIDLAND

WAREHOUSE LEAD

65910

Xxxx

Xxxxx R

01/01/2011

US-AL-BIRMINGHAM

ASCW-WHSE

SC PTD LOG SE BIRMINGHAM

DRIVER/MATERIAL HANDLER

241919

Hogan

Patrick J

01/01/2011

US-NJ-CARTERET

ASCW-WHSE

SC PTD LOG EAST CARTERET

TANK TRUCK DRIVER

327283

Sandefur

Beverly M

01/01/2011

US-OH-GROVECITY (SC)

ASCW-WHSE

SC PTD LOG OV GROVECITY

INVENTORY CONTROL COORDINATOR A

50317

Walls

Charles R

01/05/2011

US-GA-DORAVILLE

ASCW-WHSE

SC PTD LOG SOUTHEAST

REGIONAL LOGISTICS MANAGER

356941

Coyne

Judy

01/06/2011

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC CHEM W

CUSTOMER SERVICE REPRESENTATIVE I

406174

Mosher

Stephen Lloyd

01/07/2011

US-NY-BINGHAMTON (SC)

ASCW-WHSE

SC PTD LOG EAST BINGHAMTON

DRIVER/MATERIAL HANDLER

349450

Pierce

Shawna

01/08/2011

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC CHEM CORP ACCTS

CUSTOMER SERVICE REPRESENTATIVE II

350931

Brown

Julietta M

01/11/2011

US-IL-WILLOW SPRINGS

ASCW-WHSE

SC PTD LOG MW WILLOW SPRINGS

INVENTORY CONTROL COORDINATOR B

298736

Harris

Keith

01/15/2011

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

SC GLOBAL LOGISTICS

VICE PRESIDENT SUPPLY CHAIN OPTIMIZATION

341350

Hawkins

Jerry

01/15/2011

US-SC-GREER

ASCW-WHSE

SC PTD LOG IRM BMW GREER

SENIOR LEADPERSON

406057

Mychaluk

Daniel

01/24/2011

US-NJ-CARTERET

ASCW-WHSE

SC PTD LOG EAST CARTERET

TANK TRUCK DRIVER

356028

Burchett

Phillip W

01/25/2011

US-IL-WILLOW SPRINGS

ASCW-WHSE

SC PTD LOG MW WILLOW SPRINGS

DRIVER

401472

Cranmer

Lauren R

01/31/2011

US-DE-WILMINGTON (LAB)

ASC-ASH SUP CHN

SC PTD LOG IRM RESEARCH CNTR WILMINGTON

IRM SUPERVISOR

365635

Morris

Clint L

01/31/2011

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

INTEGRATED RESOURCE MANAGER I

92044

Vermillion

Bonnie J

02/01/2011

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC CHEM

ADMINISTRATIVE SUPPORT ASSISTANT SENIOR

65617

Hunter

James B

02/01/2011

US-NC-CHARLOTTE (SC)

ASCW-WHSE

SC PTD LOG EAST CHARLOTTE

MATERIAL HANDLER

71284

Keich

Robert C

02/01/2011

US-LA-BATON ROUGE (SC)

ASCW-WHSE

SC PTD LOG SE BATON ROUGE

FACILITY MANAGER I

190674

Hurrle

Michael P

02/01/2011

US-MN-SHAKOPEE (SC-4471)

ASCW-WHSE

SC PTD LOG MW SHAKOPEE

MATERIAL HANDLER

361721

Kuenstler

Kyle R

02/01/2011

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

LEADPERSON

143

Pers. No.

Last name

First name

Term Date

Personnel Area

Personnel Subarea

Organizational Unit

Position

361852

Garcia

Carlos A

02/01/2011

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

LEADPERSON

366536

Lozano

Edgar N

02/01/2011

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

CHEMICAL HANDLER

366602

Plebanski

Daniel J

02/01/2011

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

CHEMICAL HANDLER

404833

Rivera

Salvador

02/01/2011

US-TX-AUSTIN

ASCW-WHSE

SC PTD LOG IRM SAMSUNG AUSTIN

CHEMICAL HANDLER

324280

Bassett

Charles D

02/07/2011

US-TN-SMYRNA

ASCW-WHSE

SC PTD LOG IRM NISSAN SMYRNA

INTEGRATED RESOURCE MANAGER I

406637

Nikitas

Jonathan C

02/17/2011

US-SC-BLYTHEWOOD

ASCW-WHSE

SC PTD LOG IRM BOSE BLYTHEWOOD

MATERIAL HANDLER

403301

Gutierrez

Jordan

02/18/2011

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC CHEM W

CUSTOMER SERVICE REPRESENTATIVE I

403721

Ramirez

Kevin B

02/18/2011

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SC OTC NA DUBLIN DC CHEM W

CUSTOMER SERVICE REPRESENTATIVE I

403246

Smallacombe

Mark

02/22/2011

US-PA-MORRISVILLE (SC)

ASCW-WHSE

SC PTD LOG EAST MORRISVILLE

WAREHOUSEPERSON

65410

Jones

Cedric L

03/01/2011

US-GA-DORAVILLE

ASCW-WHSE

SC PTD LOG SE DORAVILLE

DRIVER/MATERIAL HANDLER

66160

Bellamy

Herbert

03/01/2011

US-NC-CHARLOTTE (SC)

ASCW-WHSE

SC PTD LOG EAST CHARLOTTE

DRIVER/MATERIAL HANDLER

360771

Campbell

Jessica L

03/01/2011

US-TX-GARLAND

ASCW-WHSE

SC PTD LOG WEST GARLAND

INVENTORY CONTROL COORDINATOR A

403658

Taylor

Katherine D

03/02/2011

US-SC-BLYTHEWOOD

ASCW-WHSE

SC PTD LOG IRM BOSE BLYTHEWOOD

WAREHOUSEPERSON

144

Schedule 5.19(a)

Seller Benefit Plans

1. Ashland Hercules Pension Plan

2. Ashland Inc. Supplemental Early Retirement Plan

3. Ashland Inc. Deferred Compensation Plan for Non-Employee Directors

4. Ashland Inc. Deferred Compensation Plan for Employees

5. Ashland Inc. Nonqualified Excess Benefit Pension Plan

6. Ashland Inc. Incentive Plan

7. Employee Stock Ownership Plan of Ashland Inc.

8. Ashland Inc. Employee Savings Plan

9. Ashland Inc. Group Legal Pan

10. Ashland Inc. Travel Accident Insurance Plan – Domestic

11. Ashland Inc. Travel Accident Insurance Plan – International

12. Ashland Inc. Adoption Assistance Plan

13. Employee Assistance Program of Ashland Inc.

14. Ashland Inc. Sick and Severance Pay Plan

15. Ashland Inc. Leveraged Employee Stock Ownership Plan

16. Ashland Inc. Long Term Disability Plan

17. Ashland Inc. Long Term Care Plan

18. Ashland Inc. Dental Plan

19. Ashland Inc. Medical Plan

20. Ashland Inc. Retiree Medical Plan, Age 65 and Older

21. Ashland Inc. Vision Plan

22. Ashland Inc. Flexible Spending Accounts Plan

23. Ashland Inc. Severance Pay Plan - Bands 21 and above

24. Ashland Inc. Severance Pay Plan - Bands 20 and below

25. Ashland Inc. Basic Death & Dismemberment Plan

26. Ashland Inc. Occupational Death & Dismemberment Plan

27. Ashland Inc. Voluntary Accidental Death & Dismemberment Insurance Plan

28. Ashland Inc. Group Life Insurance Plan

29. Ashland Inc. Group Variable Universal Life Insurance Plan

30. Ashland Inc. Group Auto & Homeowner’s Insurance

31. Ashland Inc. Group Financial Services

32. Letter Agreements between Robert M. Craycraft and Ashland Inc., dated July 29,2010

32. Letter Agreements between Brian Brockson and Ashland Inc., dated August 31,2010

33. Letter Agreements between Michael J. Smith and Ashland Inc., dated August 31,2010

34. Letter Agreements between Michael E. Gilbert and Ashland Inc., dated August31, 2010

35. Letter Agreements between Dale E. Leachman and Ashland Inc., dated August31, 2010

36. Change in Control Agreement, dated December 2, 2008 between Ashland, Inc. and Robert M. Craycraft

37. Western Conference of Teamsters Pension Trust

38. International Brotherhood of Teamsters Local 705 Pension Fund

39. Central States Southeast and Southwest Area Pension Fund

40. Ashland Inc. Triple S Salude Plan

145

Schedule 5.19(f)

Termination or Partial Termination of Seller Benefit Plans

In 2006, in association with the sale by Ashland Inc. of Ashland Paving And Construction, Inc. (APAC) to Oldcastle Materials, Inc, the APAC Hourly Pension Plan was partially terminated.

146

Schedule 5.19(g)

Payments Conditioned upon the Consummation of the Contemplated Transaction

1. Letter Agreement between Robert M. Craycraft and Ashland Inc., dated July 29, 2010.

2. Letter Agreement between Brian Brockson and Ashland Inc., dated August 31, 2010.

3. Letter Agreement between Michael J. Smith and Ashland Inc., dated August 31, 2010.

4. Letter Agreement between Michael E. Gilbert and Ashland Inc., dated August 31, 2010.

5. Letter Agreement between Dale E. Leachman and Ashland Inc., dated August 31, 2010.

6. In certain foreign jurisdictions, severance may be automatically payable as aresult of the consummation of the Contemplated Transaction.

147

Schedule 5.19(h)

Equity Compensation Plans

1. Employee Stock Ownership Plan of Ashland Inc.

2. 2006 Ashland Inc. Incentive Plan, approved January 26, 2006

3. FY 2009-2011 Long Term Incentive Program

4. FY 2010-2012 Long Term Incentive Program

5. Ashland Inc. Leveraged Employee Stock Ownership Plan

148

Schedule 5.19(j)

Proceedings against Seller Benefit Plans

1. Pursuant to the Union Contracts, unions with respect to the Business may on aperiodic basis request audits of Ashland’s contributions to the applicable defined benefit pension plans. In 2010, International Brotherhood of Teamsters Local 781, in which Employees at Ashland’s Willow Springs, St. Louis and Louisville facilities participate, had requested an audit of the Central States Southeast and Southwest Area Pension Fund (the “Central States Fund”). An onsite meeting between Ashland and the Central States Fund’s auditors occurred in December, 2010. Ashland has been advised by the administrator of the Central States Fund that the audit has been concluded without any required action by, or penalty against, Ashland.

2. Ashland is currently party to the following grievance arbitrations pursuant to theUnion Contracts:

Location		Local Union		Description of Case
Willow Springs, IL		705		Willard Morris, Termination (arbitration) (initially filed as a unfair labor practice, but deferred to arbitration by the National Labor Review Board)
Willow Springs, IL		705		David Lavelle, Termination (arbitration pending)
Willow Springs, IL		781		Wage Interpretation (arbitration pending)
Fairfield, CA		70		Gerritt Hartkamp Termination (step 3 of arbitration)
Fairfield, CA		70		Ernie Carrion 2 Day Suspension (step 3 of arbitration)
Fairfield, CA		70		Victor Johnson 2 Day Suspension (step 3 of arbitration)

149

Schedule 6.5

Buyer Governmental Consents and Approvals

1. Buyer expects the parties will be required to make a merger control filing in theUnited States under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

2. Additional merger control filings for Europe, Canada and Turkey (assuming thatthe acquisition will need to be notified in Turkey based on the new law coming into force January 1, 2011 (The Communique No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board, adopted on October 7, 2010)).

3. All environmental permits, including, without limitation, RCRA and air permits, may require filings or consents in connection with transfer, amendment or termination under Environmental Law.

4. Buyer may be required to make a filing under the Investment Canada Act.

150

Schedule 7.5(a)

Employees

Please see Exhibit A to Schedule 7.5(a).

151

Exhibit A to Schedule 7.5(a)

152

Exhibit A to Schedule 7.5(a)

Employees

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Spain

1288

Crespo Pla

Jorge

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Maintenance Worker

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

Spain

1298

Garcia Ramirez

Joaquin

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Production Operator

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

Spain

1302

Marin Jimenez

Antonio Jesus

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Lab Assistant B

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

Spain

1305

Tell Sans

Pere Joan

ES-BARCELONA

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST INTL EMEA EUROPEAN SLS IBERIA

700721

ES Plastics Selling

Spain

1312

Gomez Fernandez

Manuel

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Forklift Driver

DIST INTL EMEA EUROPEAN SLS IBERIA WHSE

701192

ES1 AD - BARCELONA

Germany

2096

Werner

Fred

DE-STUTTGART

“European Employee”

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE III

DIST INTL EMEA EUROPEAN SLS DACH

701208

DE AD Tech Serv

Portugal

2118

Arezes

Alan

PT-LEIRIA

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST INTL EMEA EUROPEAN SLS IBERIA

700727

PT Plastics Selling

Italy

2134

Armiraglio

Luca Emanuele Cesare

IT-MILANO

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST INTL EMEA EUROPEAN SLS ITALY/TURKEY

701216

IT Plastics Selling

Sweden

2243

Rolfsman

Yvonne

SE-STENUNGSUND

“European Employee”

ADC-ASH DIST

ADMINISTRATIVE ASSISTANT II

DIST INTL EMEA EUROPEAN SLS NORDIC

701238

SE Plastics In Coun

Spain

2255

Hernandez Mesa

Francisco

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Plant Operator

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

Canada

2368

Palmer

Kathleen

CA-MISSISSAUGA EAST

ASC-ASH SUP CHN

Credit Representative

SC OTC CREDIT CANADA

990284

CA Canada Credit

Schedule 1.1(b) Employee

Canada

2430

Bissonnette

Marc

CA-MONTREAL

“European Employee”

ADC-ASH DIST

PROCUREMENT SUPERVISOR

DIST GLBL SRCG BUS SUP PRCH CMP CANADA

701258

CA D Reg Purchasing

Canada

2447

Hunt

Paul

CA-MISSISSAUGA NORTH

ASCW-WHSE

Plant Supervisor

SC PTD LOG CANADA MISSISSAUGA NO DAY

701406

CA D Miss KTN - Whse

Canada

2448

Gomes

Philip

CA-MISSISSAUGA NORTH

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MISSISSAUGA NO DAY

100010

CA V Miss W Plant

Canada

2450

Standing

Regan

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MISSISSAUGA SO NIGHT

700056

CA D Miss S-Whse

Spain

2469

Martinez Calderon

Jorge

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Plant Operator

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

153

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Spain

2570

Gambotto

Giovanni

ES-BARCELONA

“European Employee”

ADC-ASH DIST

INSIDE SALES ASSOCIATE I

DIST INTL EMEA EUROPEAN SLS IBERIA

700721

ES Plastics Selling

Germany

2583

Dadakou

Nektaria

DE-STUTTGART

“European Employee”

ADC-ASH DIST

INSIDE SALES ASSOCIATE I

DIST INTL EMEA EUROPEAN SLS DACH

701042

DE1 Plastics Selling

Germany

2656

Früchtl

Heiko

DE-STUTTGART

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST INTL EMEA EUROPEAN SLS DACH

701042

DE1 Plastics Selling

Canada

2673

Provencher

Constance

CA-RICHMOND

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA VANCOUVER

990387

OTC - Canada West

Schedule 1.1(b) Employee

Canada

2683

Grice

Deborah

CA-MISSISSAUGA EAST

ASC-ASH SUP CHN

CREDIT ASSISTANT SR

SC OTC CREDIT CANADA

990284

CA Canada Credit

Schedule 1.1(b) Employee

Canada

2768

Montminy

Lina

CA-MONTREAL

“European Employee”

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES PLASTICS WEST EAST CANADA

700007

CA D East Plas-Selli

USA

2794

WHITLOCK

WILLIAM E

US-OH-DUBLIN-TECH W

ADC-ASH DIST

MANAGER TECHNICAL SERVICES

DIST GLBL SRCG CHEM TECH SVCS

701132

US D Srcing Tech Ch

Canada

2952

Voyer

Renee-Claude

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

Italy

2958

Cavalleri

Luca

IT-MILANO

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST INTL EMEA EUROPEAN SLS ITALY/TURKEY

701216

IT Plastics Selling

Germany

4368

Retzmann

Dieter

DE-STUTTGART

“European Employee”

ADC-ASH DIST

INSIDE SALES ASSOCIATE II

DIST INTL EMEA EUROPEAN SLS DACH

701042

DE1 Plastics Selling

USA

4428

MILLER

JAMES E

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

Italy

4519

Gejo

Joanna Patricya

IT-MILANO

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE

SC OTC EMEA MILAN

990252

Ash Italia SPA-OTC

Schedule 1.1(b) Employee

Denmark

4553

Høyer-Larsen

Kasper Ivan

DK-COPENHAGEN

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST INTL EMEA EUROPEAN SLS NORDIC

701246

DK Plastics Selling

Norway

4567

Larsen

Dag Tore

NO-NONFACILITY LOC-0471

“European Employee”

ADC-ASH DIST

MANAGER SALES I

DIST INTL EMEA EUROPEAN SLS NORDIC

700757

NO Plastics Selling

Canada

4573

Searle

Wendy

CA-MISSISSAUGA WEST

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA MISSISSAUGA

990386

OTC - Canada Central

Schedule 1.1(b) Employee

Canada

4607

Palm

Greg

CA-RICHMOND

ASCW-WHSE

Material Handler

SC PTD LOG CANADA RICHMOND

700066

CA D Vancouver - Whs

USA

4609

HATHCOCK

KAREN L

US-NC-CHARLOTTE (SC)

ASCW-WHSE

ENVIRONMENTAL HEALTH & SAFETY COMPLIANCE

SC PTD LOG SOUTHEAST

700171

US Dist SE Reg Oper

Poland

4648

Jankowski

Robert

PL-NONFACILITY LOC-0481

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST INTL EMEA EUROPEAN SLS EAST/CEN EUR

701224

PL Plastics Selling

154

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

4688

Kucharew

Karen

CA-MISSISSAUGA WEST

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE LD

SC OTC NA MISSISSAUGA

990386

OTC - Canada Central

Schedule 1.1(b) Employee

Canada

4692

Adamjee

Abizer

CA-EDMONTON NON FAC LOC

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

Poland

4724

Bogusz

Katarzyna

PL-WARSAW

“European Employee”

ADC-ASH DIST

ADMINISTRATIVE ASSISTANT II

DIST INTL EMEA EUROPEAN SLS EAST/CEN EUR

701228

PL Plastics In Coun

Spain

4777

Serrano Vigo

Leticia

ES-BARCELONA

“European Employee”

ADC-ASH DIST

ADMINISTRATIVE ASSISTANT III

DIST INTL EMEA PURCHASING III

701188

ES1 AD Cent Purch

USA

4802

NEWHART

DAVID L

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

REGIONAL LOGISTICS MANAGER

SC PTD LOG OHIO VALLEY

700337

US DistMWRegSub1 Ops

France

4804

Carlier

Patrice

FR-BEZONS CEDEX

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST INTL EMEA EUROPEAN SLS FRANCE/BNX

700714

FR Plastics Selling

Canada

4806

Moniz

Jeff

CA-MISSISSAUGA WEST

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE I

SC OTC NA MISSISSAUGA

990386

OTC - Canada Central

Schedule 1.1(b) Employee

USA

4888

O’HAROLD

MICHAEL R

US-PA-MORRISVILLE (SC)

ASCW-WHSE

FACILITY MANAGER III

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

4928

DOUGLAS

PAUL J

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

4932

DALY

ANGELICA

US-IL-WILLOW SPRINGS

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

Canada

5220

Nickerson

Kyle

CA-MISSISSAUGA SOUTH

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG CANADA MISSISSAUGA NO NIGHT

700056

CA D Miss S-Whse

Canada

5278

Snell

Geoffrey

CA-MISSISSAUGA NORTH

ADC-ASH DIST

SENIOR ACCOUNT MANAGER

DIST SALES PLASTICS WEST CENTRAL CANADA

700080

CA D Cntl Plas-Sell

Canada

5374

Janes

Paul

CA-BEDFORD

ADC-ASH DIST

SALES SPECIALIST

DIST SALES COMPOSITES EAST CANADA

700082

CA D Cntl Comp-Sell

Canada

5491

Plante

Helene

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

Germany

5539

Gruebel

Nina

DE-STUTTGART

“European Employee”

ADC-ASH DIST

ADMINISTRATIVE ASSISTANT I

DIST INTL EMEA EUROPEAN SLS DACH

701042

DE1 Plastics Selling

Canada

5638

Rosier

Glenna

CA-MISSISSAUGA WEST

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA MISSISSAUGA

990386

OTC - Canada Central

Schedule 1.1(b) Employee

United Kingdom

5904

Tilley

Anna

GB-ALFERTON DERBYSHIRE

“European Employee”

ADC-ASH DIST

ADMINISTRATIVE ASSISTANT I

DIST INTL EMEA EUROPEAN SLS UK/IRELAND

701183

GB Plastics In Cou

155

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

5923

Hehn

Jason

CA - EDMONTON

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG CANADA EDMONTON

700079

CA D Edmonton - Whse

Poland

6074

Budyta

Justyna

PL-WARSAW

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE

SC OTC EMEA WARSAW

990256

Ash Poland ZOO-OTC

Schedule 1.1(b) Employee

Spain

6268

Da Fonseca Simao

Carla Sofia

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Purchasing Assistant

DIST INTL EMEA EUROPEAN SLS IBERIA

700725

ES Plastics In Coun

Spain

6384

Luppi

Maria Grazia

ES-BARCELONA

“European Employee”

ADC-ASH DIST

SCIENTIST I

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

Poland

6404

Wojcik-Majtas

Grazyna

PL-WARSAW

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE

SC OTC EMEA WARSAW

990256

Ash Poland ZOO-OTC

Schedule 1.1(b) Employee

Canada

6422

Babcock

Keenan

CA - EDMONTON

ASCW-WHSE

Material Handler

SC PTD LOG CANADA EDMONTON

700079

CA D Edmonton - Whse

Canada

6423

Scheidegger

Devon

CA - EDMONTON

ASCW-WHSE

Material Handler

SC PTD LOG CANADA EDMONTON

700079

CA D Edmonton - Whse

Canada

6515

Ahmed

Osman

CA - EDMONTON

ASCW-WHSE

Material Handler

SC PTD LOG CANADA EDMONTON

700079

CA D Edmonton - Whse

Spain

6597

Cano Mendez

Juan Carlos

ES-BARCELONA

“European Employee”

ADC-ASH DIST

Plant Operator

DIST INTL EMEA EUROPEAN SLS IBERIA OPNS

701191

ES1 AD Barc Plt

China

6626

Li

Huiming(Michael)

CN-SHANGHAI-CHC

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS BUS DEV CHINA

701363

CN9 AD Selling

USA

6656

CONNER

DAVID F

US-OH-GROVE CITY (SC)

ASCW-WHSE

FACILITY MANAGER III

SC PTD LOG OV GROVE CITY/COLUMBUS

700369

US D Grove City Del

China

6683

Liu

Xiang(Gem)

CN-SHANGHAI-CHC

ADC-ASH DIST

MANAGER SALES I

DIST SALES PLASTICS BUS DEV CHINA

701363

CN9 AD Selling

Canada

6693

Tempestilli

Sonia

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

REGIONAL BUSINESS ASSOCIATE

SC OTC NA MONTREAL

700082

CA D Cntl Comp-Sell

Schedule 1.1(b) Employee

Mexico

6705

Cortes Rivera

Erick Gabriel

MX-MONTERREY 1802

ASCW-WHSE

SALES ACCOUNT MANAGER I

DIST SALES ENV SVCS WEST COAST

701425

DM US PLAS WCOAST-MX

China

6730

Sun

Weiwen(Helen)

CN-SHANGHAI-CHC

ADC-ASH DIST

ADMINISTRATIVE ASSISTANT IV

DIST SALES PLASTICS BUS DEV CHINA

701363

CN9 AD Selling

Canada

6732

Marin

Jose

CA - EDMONTON

ASCW-WHSE

Material Handler

SC PTD LOG CANADA EDMONTON

700079

CA D Edmonton - Whse

Canada

6792

Greatrix

Hilliard

CA - EDMONTON

ASCW-WHSE

Material Handler

SC PTD LOG CANADA EDMONTON

700079

CA D Edmonton - Whse

Canada

6902

Guerin

Christine

CA-MONTREAL

“European Employee”

ASCW-WHSE

INVENTORY CONTROL COORDINATOR

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

7273

WEEMS

KATHY JOAN

US-GA-DORAVILLE

ASCW-WHSE

ADMINISTRATIVE SUPPORT ASSISTANT SENIOR

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

156

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

8935

RIVERA

JOSE E

US-FL-MIAMI

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

9885

SERNEY

ROBERT M

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER I

DIST GLBL SRCG CHEM HYDROCARBONS

700683

US D Sourcing Chem’s

USA

10129

ERICKSON

VIRGIL R

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

10534

HURTT

FREDERICK C

US-PA-MORRISVILLE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

10652

OLNEY

MICHAEL D

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

11105

KIEP

MARK W

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER SENIOR

DIST GLBL SRCG CHEM COMMODITIES

700683

US D Sourcing Chem’s

USA

11198

LAZAR

SHARMA K

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT SPECIALIST II

DIST GLBL SRCG PLASTICS OLEFINS

700681

US D Sourcing Plstcs

USA

11246

PERKINS

JULIE A

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

LOAD COORDINATOR

SC GLOBAL LOGISTICS NA TRANS BULK/EAST

991172

Logistics

Schedule 1.1(b) Employee

USA

11262

PETTY

JENNIFER L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPPLIER RELATIONS SPECIALIST

SC OTC IMPORT/EXPORT DIST

992007

Global Trade Mgmt

Schedule 1.1(b) Employee

USA

11316

LITHGO

GARY A

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE BALTIMORE

701320

DM US CHEM MID ATL

USA

11397

BUERKLE

FRED J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

12360

WING

DIANA L

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER I

DIST GLBL SRCG CHEM SPEC

700683

US D Sourcing Chem’s

USA

12961

HUTZLER

CHARLES T

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

REGIONAL SUPPLY MANAGER

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

USA

12963

GRIFFIN

DWIGHT R

US-TN-KNOXVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST KNOXVILLE

700235

US D Knoxville Whse

USA

13792

WHITE

GEORGE E

US-NY-TONAWANDA

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG NORTH TONAWANDA

700156

US D Tonawanda Del E

USA

13813

EASTMAN

PAUL H

US-OH-GROVE CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

15154

LEACHMAN

DALE E

US-OH-DUBLIN-DS

CORP-CORPORATE

DIRECTOR ACCOUNTING

FIN SVCS CONTROLLER MGRL/BUDG DC

992036

ADC Controller

USA

15304

SULLIVAN

DOUGLAS L

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER SENIOR

DIST GLBL SRCG CHEM HYDROCARBON / METH

700683

US D Sourcing Chem’s

USA

15374

BERRY

TONYA L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

157

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

15428

LEWIS

SUSAN

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

15451

WRIGLEY

REBECCA S

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

15456

BLEVINS

CONNIE L

US-OH-DUBLIN-DS

ADC-ASH DIST

CUSTOMER SERVICE REPRESENTATIVE SENIOR

DIST GLBL SRCG CHEM METHANOL

701066

US D Meth CS

USA

15463

SWARTZ

PAUL D

US-OH-DUBLIN-DS

ADC-ASH DIST

REGIONAL SUPPLY MANAGER

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

USA

15521

MCKINZIE

DEBORAH A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

15741

FARLEY

GLEN D

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

MANAGER BUSINESS CREDIT II

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

15837

SEMANS

THOMAS P

US-OH-DUBLIN-DS

ADC-ASH DIST

DIRECTOR ENVIRONMENTAL SERVICES

DIST SALES ENV SVCS

700663

US D Sellers at ADC

USA

15894

RIDER

WENDY L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC CHEM MW2

992725

AD Cust Svc-Chem

USA

16435

WILSON

DAVID L

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

16795

HUEMMER

JEFFERY A

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS CORP ACCTS IRM

701169

USD Corp Acct ES IRM

USA

17142

BYARS

RICHARD P

US-FL-MIAMI

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

17145

IBANEZ

FELIX J

US-FL-MIAMI

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

18302

DAVIS

GLENN R

US-GA-SAVANNAH

ASCW-WHSE

FACILITY MANAGER I

SC PTD LOG SE SAVANNAH

700323

US D Savannah Whse E

USA

18840

COSGROVE

DENNIS P

US-NJ-CARTERET

ASCW-WHSE

TANK TRUCK DRIVER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

19085

NORRELL

ROBERT K

US-GA-DORAVILLE

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

19095

PROVOST

CAROL E

US-NC-CHARLOTTE (SC)

ASCW-WHSE

BUSINESS SUPPORT ASSISTANT SENIOR

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

19157

OLEY

GERARD J

US-NC-CHARLOTTE (SC)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

19170

RAKOWICZ

JAMES E

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

19205

RAMIREZ

GUILLERMO

US-AL-BIRMINGHAM

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG SE BIRMINGHAM

700299

US D Birmingham Whse

USA

19206

DAY

BOBBY JOE

US-TN-NASHVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE NASHVILLE

700290

US D Nashville Del E

158

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

19237

ENGLUND

STEVEN R

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST SE ATLANTA

701329

DM US PLAS SOUTHEAST

USA

19292

CASEY

SUSAN L

US-IL-WILLOW SPRINGS

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W WILLOW SPRINGS

701340

DM US CHEMI IL

USA

19303

YAHI

ROSE E

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM OV/NE CLEVELAND

701374

DM US CHEM N OH/PA

USA

19322

STANEK

ROGER G

US-MI-WARREN (SC)

ASCW-WHSE

FACILITY SUPERVISOR I

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

19359

MCROBERTS

CAROL A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC CHEM CORP ACCTS

992725

AD Cust Svc-Chem

USA

19365

RIVIEZZO

ANTHONY

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

19381

FRESON

JAMES M

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

USA

19382

HUERKAMP

JEFRI S

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM SE/SW BIRMINGHAM

701326

DM US CHEM EMRLD CST

USA

19470

MCDONALD

JOHN DANIEL

US-KS-KANSAS CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

19472

TSCHUDY

KEVIN E

US-OH-EVENDALE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

19477

ALLEN

ALAN B

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

19485

HABROCK

DALE ALAN

US-KS-KANSAS CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

19487

SCHAAF

DANIEL R

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

19505

RUFENER

DENNIS HENRY

US-TX-HOUSTON (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

19511

WRIGHT

RONALD PRICE

US-TX-HOUSTON (SC)

ASCW-WHSE

DISPATCHER A

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

19512

ZORNES

RANDALL L

US-TX-HOUSTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

19528

LUBBERS

ANTHONY B

US-KS-KANSAS CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

19531

CIESLA

CASIMIR

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

19540

MOORE

GARY W

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

19672

DAUM

HUGH W

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

19740

HEERSEMA

RALPH

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

159

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

19741

KOZIEL

BRUNO

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

19742

HAYS

STANLEY GLEN

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW DALLAS

701350

DM US CHEM GARLAND

USA

19750

RILEY

RICHARD A

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

19760

RENNER

TERRENCE N

US-TX-GARLAND

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

19798

POPE

ROSS D

US-MN-SAINT PAUL (SC)

ASCW-WHSE

FACILITY MANAGER III

SC PTD LOG MW ST PAUL/SHAKOPEE

700497

US D Shakopee Whse E

USA

19936

HOLMES

BRIAN A

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM MW/W S CALIFORNIA

701354

DM US CHEM SCA-PC/AZ

USA

19946

BROOKS

TERRI R

US-SC-NON-FACILITY LOCATION

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DISTRIBUTION MARKETING 1

700696

US D MKTG Tech Chem

Canada

19952

Maj

Peter

CA-MISSISSAUGA NORTH

ADC-ASH DIST

SENIOR ACCOUNT MANAGER

DIST SALES CHEM OV/NE CENTRAL CANADA

700081

CA D Cntl Chem-Sell

USA

19958

ANDOOR

JOE

US-UT-CLEARFIELD

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CLEARFIELD

700623

US D Clearfield Whse

USA

19960

CASTANEDA

ALBERT J

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

20073

FRATTINI

JOHN C

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

20171

CARRION

ERNIE R

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

20174

ROBBINS

GARY D

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

20187

March

Richard A

US-CA-FAIRFIELD

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

20189

ROGERS

WILLIAM V

US-CA-FAIRFIELD

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

21130

KRONG

JOSEPH P

US-AZ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W S CALIFORNIA

701354

DM US CHEM SCA-PC/AZ

USA

21378

CERRA

RONALD M

US-MD-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE BALTIMORE

701320

DM US CHEM MID ATL

USA

22653

BUTLER

NICHOLAS

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

23317

SCHILLINGER

HARRY J

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST ST LOUIS

701345

DM US PLAS MISSOURI

USA

23737

LOPES

MARIO G

US-NJ-CARTERET

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

160

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

24752

FOGLE

LISA E

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

24959

GOULD

CAROLYN C

US-TX-GARLAND

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

24961

SEIS

KATHERINE J

US-TX-GARLAND

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

24969

GANT

MARTIN L

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

24972

HERNANDEZ

ROBERT T

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

26714

WILANTEWICZ

JEANNINE M

US-NY-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

26904

WHITAKER

KENNETH T

US-FL-TAMPA

ADC-ASH DIST

MANAGER SALES I

DIST SALES CHEM SE/SW FLORIDA

701327

DM US CHEM FLORIDA

USA

27713

CADDELL

KERRY J

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

27715

HOFER

NORMAN L

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

29333

HENRY

CHARLES R

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

30619

HAGER

TRACEY JO

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC PLS/CP PLAS EAST

992726

AD Cust Svc-Plastics

USA

30864

WALKER

GARY

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC CHEM SE

992725

AD Cust Svc-Chem

USA

31110

TAYLOR

RODNEY R

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

31257

THOMASON

TIMOTHY L

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES COMPOSITES SE

701331

DM US COMP SE

USA

31258

PERRY

STEVEN L

US-MI-LANSING

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

31262

STEVENS

RANDALL

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

31368

AUDETTE

LEONARD J

US-MA-TEWKSBURY

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST TEWKSBURY

700149

US D Tewksbury Whse

USA

31587

LANGLOIS

JOHN M

US-MA-TEWKSBURY

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST TEWKSBURY

700149

US D Tewksbury Whse

USA

32361

PETRY

TIMOTHY H

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

33777

MAXWELL

LOWELL A

US-GA-DORAVILLE

ASCW-WHSE

MECHANIC

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

161

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

34041

ALTIZER

TODD R

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

34825

MATHENY

DANIEL M

US-OH-DUBLIN-DS

ADC-ASH DIST

DIRECTOR SOURCE MANAGEMENT

DIST GLBL SRCG CHEM

700683

US D Sourcing Chem’s

USA

36348

WAIT

RONALD C

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT III

FIN SVCS CONTROLLER MGRL/BUDG DC CENTRAL

992036

ADC Controller

USA

37380

KING

TIMOTHY W

US-TX-HOUSTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

37472

VALDEZ

DAVID

US-TX-HOUSTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

38486

ROUSSELLE

KRISTINA A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

IMPORT/EXPORT SUPERVISOR-DISTRIBUTION/PE

SC OTC GTM EXPORT AD/APM

992007

Global Trade Mgmt

Schedule 1.1(b) Employee

USA

38704

WYCKOFF

CYNTHIA L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

39815

PICKLESIMON

BEVERLY A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

COLLECTION ASSOCIATE LEAD

SC OTC CREDIT COLLECTIONS/INTL

992047

PM & Water Credit

Schedule 1.1(b) Employee

USA

39859

DAVIS

GAIL D

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT II

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

40056

BISSMEYER

WILLIAM B

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS UPPER MW

701339

DM US ES OHIO VALLEY

USA

40761

FITZWATER

JULIA ANN

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT II

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

41005

CARR

DOUGLAS K

US-OH-DUBLIN-DS

ADC-ASH DIST

DIRECTOR OF SALES

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

41067

DAVIS

WILLIAM R

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

USA

41085

UTZ

SHERRY S

US-NC-CHARLOTTE (SC)

ADC-ASH DIST

REGIONAL SUPPLY MANAGER

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

USA

41130

HANDLER

TIMOTHY P

US-TN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

41168

FREDRICKSON

ROBERT J

US-MI-WARREN (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

41169

GALAT

PATSY

US-MI-WARREN (SC)

ASCW-WHSE

OFFICE ASSISTANT SENIOR

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

41172

HALL

RICHARD V

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS EAST INDIANAPOLIS

701336

DM US PLAS MIDWEST

USA

41211

ZUZGA

DANIEL A

US-MI-WARREN (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

162

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

41215

MCGOWAN

GERARD H

US-MI-WARREN (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

41226

REISDORF

JOHN

US-MA-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

41398

DAVIS

PAULA J

US-OH-DUBLIN-DS

CORP-CORPORATE

BOOKKEEPER SENIOR

FIN SVCS CONTROLLER MGRL/BUDG DC WEST

992036

ADC Controller

USA

41405

BONNER

DEBORAH J

US-SC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW CAROLINAS

701328

DM US CHEM CAROLINAS

USA

41465

CRAWFORD

CHARLES H

US-GA-DORAVILLE

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

41601

BLOUGH

CYNTHIA W

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP CP NORTH

992727

AD Cust Svc-Composit

USA

41622

VOSS

TIMOTHY A

US-MI-WARREN (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

41706

LEE

JAMES W

US-IL-FRANKLIN PARK

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

41707

GINDORFF

THOMAS M

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

41729

BROWN

STEPHEN C

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

MANAGER BUSINESS CREDIT II

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

41847

HERBICK

TERRANCE

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS UPPER MW

701339

DM US ES OHIO VALLEY

USA

41857

RINEHART

WILLIAM ROBERT

US-OH-DUBLIN-DS

ADC-ASH DIST

SUPERVISOR INSIDE TECHNICIAL SERVICE

DIST GLBL SRCG PLASTICS ETP

701131

US D Srcing Tech Pl

USA

41887

BERNDT

CALVIN W

US-WI-MENASHA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW MENASHA

700504

US D Menasha Del Exp

USA

41927

HOMER

HERALD KEVIN

US-UT-CLEARFIELD

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG WEST CLEARFIELD

700623

US D Clearfield Whse

USA

41958

YANT

STEPHEN R

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM SE/SW CAROLINAS

701328

DM US CHEM CAROLINAS

USA

41959

LITZINGER

PAUL J

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER SENIOR

DIST GLBL SRCG PLASTICS

700681

US D Sourcing Plstcs

USA

41970

VICK

THOMAS E

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

42006

ABRAMS

RONALD

US-DE-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE NEW JERSEY

701322

DM US PLAS NORTHEAST

USA

42039

CHRISTIAN

MATTHEW

US-OH-MORAINE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG OV MORAINE

700361

US D Dayton Del Exp

163

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

42106

WINICKI

BRIAN A

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

DIRECTOR SALES

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

42112

NEININGER

ANNE L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

42117

SMITH

GREGORY A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

42220

COOPER

MARY ELLEN

US-OH-DUBLIN-DS

CORP-CORPORATE

MANAGER ACCOUNTING III

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

42240

HELFAND

STEVEN V

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS EAST NE NEW JERSEY

701322

DM US PLAS NORTHEAST

USA

42255

MORRIS

MICHAEL C

US-AZ-CHANDLER

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

USA

42297

ROSTES

DAWN M

US-IL-FRANKLIN PARK

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

42311

HOOD

ROBERT J

US-AL-BIRMINGHAM

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE BIRMINGHAM

700299

US D Birmingham Whse

USA

42370

FITZPATRICK

SHELIA J

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

REGULATORY SYSTEM SPECIALIST LD

SC GLOBAL LOGISTICS DOT SYS & COMP FL OP

991172

Logistics

Schedule 1.1(b) Employee

USA

42414

SACKETT

J DAVID

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

42422

PAYNE

SHEILA A

US-KY-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

USA

42486

ADKINS

ROGER E

US-OH-DUBLIN-DS

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DISTRIBUTION MARKETING 1

700671

US D G&A

USA

42488

SMEED

DAVID A

US-MN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST MINNEAPOLIS

701344

DM US PLAS UPPER MW

USA

42501

VINCENT

WAYNE L

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE BALTIMORE

701320

DM US CHEM MID ATL

USA

42539

ZAMORANO

NELSON E

US-CA-FAIRFIELD

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

42565

BENNICK

EDWARD C

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

42716

BEAM

DARLA G

US-AL-BIRMINGHAM

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE BIRMINGHAM

700299

US D Birmingham Whse

USA

42807

Thompson

Jeffrey

US-CA-FAIRFIELD

ASCW-WHSE

Driver

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

164

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

42823

MAYFIELD

DENNIS P

US-KY-LOUISVILLE (SC)

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

42827

MARTIN

JOHN D

US-AL-MOBILE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

42855

CROUSE

TERRY L

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DISPATCHER A

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

42901

MAIER

MICHAEL J

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS SE

701332

DM US ES SE

USA

42941

WYNN

JOE D

US-GA-DORAVILLE

ASCW-WHSE

DISPATCHER SENIOR

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

42957

BAUMAN

BRADLEY J

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

42980

TAYLOR

MICHAEL L

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

42993

JENSON

JOEL R

US-MN-SHAKOPEE (SC-4471)

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST MINNEAPOLIS

701344

DM US PLAS UPPER MW

USA

43002

ANCLIEN

JOSEPH J

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER SALES II

DIST SALES COMPOSITES OH VALLEY

700663

US D Sellers at ADC

USA

43683

Bosomworth

Margaret M

US-AL-MOBILE

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

44409

POKORNY

KATHRYN F

US-IL-FRANKLIN PARK

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SENIOR

DIST GLBL SRCG BUS SUP PLASTICS

700688

US D Srcing Bus Met

USA

45007

MARCUM

GARY L

US-KY-LOUISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

45015

COLQUITT

R DAVID

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

45104

MOSSGROVE

CHRISTINE A

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CHEM PRCMT

701261

US D Chem Purch

USA

45142

BRUMMER

PAUL E

US-MA-TEWKSBURY

ASCW-WHSE

FACILITY SUPERVISOR I

SC PTD LOG EAST TEWKSBURY

700149

US D Tewksbury Whse

USA

45177

HUNTER

FARION D

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS EAST SE ATLANTA

701329

DM US PLAS SOUTHEAST

USA

45250

ANDERSON

BARBARA A

US-MN-SHAKOPEE

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS WEST MINNEAPOLIS

701344

DM US PLAS UPPER MW

USA

45281

SCHNURR

MARK

US-PA-MORRISVILLE (SC)

ADC-ASH DIST

DIRECTOR SALES

DIST SALES PLASTICS EAST

700663

US D Sellers at ADC

165

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

45365

DUSSE’

JAYSON L

US-NY-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS CORP ACCTS

700693

US D Corp Accts Envi

USA

45384

RODRIQUEZ

ALEXANDER

US-TX-GARLAND

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

45389

SAVAGE

CARL M

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS DEVELOPMENT MANAGER II

DIST SALES CHEM CORP ACCTS BUS DEV CS

700691

USD Corp Acct Chem W

USA

45390

CANTRELL

CHARLES T

US-TN-NASHVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE NASHVILLE

700290

US D Nashville Del E

USA

45413

HANLEY

JEANA L

US-CA-SANTA ANA

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS WEST LA

701356

DM US PLAS W COAST

USA

45421

EAST

JEFFREY D

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

45504

MORROW

TIMOTHY W

US-KY-LOUISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

45568

MINICK

SCOTT L

US-SC-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES ENV SVCS CORP ACCTS

700693

US D Corp Accts Envi

USA

45585

SPIVEY

RONALD W

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

45612

MCNEAL

JERRY

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

45615

MIDDLEBROOKS

JAMES A

US-AL-BIRMINGHAM

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE BIRMINGHAM

700299

US D Birmingham Whse

USA

45619

PITSENBURGER

MILTON J

US-MN-SHAKOPEE (SC-4471)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

45664

HARLEY

CALVIN R

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

USA

45683

ALTERGOTT

JAMES P

US-IL-FRANKLIN PARK

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

45691

LEAK

JAMES D

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

45779

HINTON

CYNTHIA

US-TX-GARLAND

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

45780

JARRELL

CAROL J

US-TX-GARLAND

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

45809

EBEL

GERALD D

US-OK-TULSA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST TULSA

700591

US D Tulsa Del Exp

USA

45841

DALLMEYER

HERBERT C

US-MO-SAINT LOUIS (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW ST LOUIS

700480

US D St.LS-1st St De

166

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

45845

HUNSBERGER

MICHAEL E

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES SE

701331

DM US COMP SE

USA

45849

FARRAR

RICKY W

US-FL-TAMPA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

45854

ROMINGER

OLINDA G

US-SC-ANDERSON

ASCW-WHSE

INVENTORY CONTROL COORDINATOR B

SC PTD LOG EAST ANDERSON

700315

US D Anderson Whse E

USA

45873

HADDOCK

JOHN T

US-VA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES SE

701331

DM US COMP SE

USA

45879

CAMARA

CARLOS E

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES SE

701331

DM US COMP SE

USA

45887

BOYKIN

RALPH T

US-SC-COLUMBIA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST COLUMBIA

700203

US D Columbia Del Ex

USA

45896

JAMES

KENNETH E

US-KS-KANSAS CITY (SC)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

45963

OLSON

RICHARD S

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

45966

VAIFALE

TAVITA

US-AZ-CHANDLER

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

USA

45979

BLATNEY

BRIAN K

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700417

US D Twins.-Ent. Del

USA

45994

SPRIGGS

JOHN D

US-OH-GROVE CITY (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

49763

VIZCAINO

JUAN M

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

49782

COLONNA

RICHARD S

US-SC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST SE CAROLINAS

701330

DM US PLAS MID ATL

USA

50087

WATSON

ROSEMARY N

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES COMPOSITES SW

701352

DM US COMP SW

USA

50132

BARZYK

KENNETH A

US-MI-WARREN (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

50153

KONDRATH

DONNA M

US-OH-MORAINE

ASCW-WHSE

CUSTOMER SVC REP LEAD-GF

SC PTD LOG OV MORAINE

700361

US D Dayton Del Exp

USA

50154

DE BERTRAND

ROGER L

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

USA

50315

KAPP

ROBERT W

US-MO-SAINT LOUIS (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW ST LOUIS

700480

US D St.LS-1st St De

USA

50342

GRADY

DARRELL L

US-OH-GROVE CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

50474

KINNAW

WILLIAM J

US-NY-NON-FACILITY LOCATION

ADC-ASH DIST

REGIONAL SUPPLY MANAGER

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

167

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

50593

LARSEN

BRYAN L

US-CO-DENVER

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST DENVER

700630

US D Denver Del Exp

USA

50599

VANDEMARK

JOHN R

US-IN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

USA

50622

SMART

WILLIAM L

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER SALES II

DIST SALES ENV SVCS OH VALLEY

701339

DM US ES OHIO VALLEY

USA

50626

LINK

KATHLEEN J

US-KS-KANSAS CITY (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

50641

GREENWELL

GARY L

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

50782

BENNETT

HURLEY S

US-FL-MIAMI

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

51003

CATANZARITE

PATRICK M

US-IN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE MICHIGAN

701335

DM US CHEM MI/IN

USA

51069

PATTERSON

THOMAS H

US-OH-EVENDALE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

51126

TODARELLO

FRANK A G

US-OH-GROVE CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

51146

FRESHCORN

DAVID A

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

USA

51192

FITZSIMMONS

WILLIAM W

US-IN-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES ENV SVCS CORP ACCTS

700693

US D Corp Accts Envi

USA

51240

BORGEN

ALAN B

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

51274

GELINAS

JOHN R

US-CA-CARSON

ASCW-WHSE

DISPATCHER A

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

51295

MORAVITS

MARILYN S

US-TX-HOUSTON (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR B

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

51313

ROUDABUSH

MICHAEL D

US-OH-COLUMBUS (SC-3849)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG OV COLUMBUS

700354

US D Fisher RD Whse

USA

51327

GLASGOW

EDWARD A

US-TX-HOUSTON (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

51355

WELD

RANDAL H

US-CA-CARSON

ASCW-WHSE

FACILITY MANAGER IV

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

51367

BRADLEY

JOHN P

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

USA

52009

FARMER

JEFFERY T

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS SE

701332

DM US ES SE

168

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

52017

PONZER

GREGORY J

US-KY-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

USA

52026

WOLF

RICHARD S

US-OH-DUBLIN-DS

ADC-ASH DIST

TEMPORARY EMPLOYEE NON EXEMPT

DIST GLBL SRCG ENV SVCS

700680

US D Sourcing Group

USA

52062

WILLBORN

SCOTT F

US-RI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE NEW ENGLAND

701321

DM US PLAS NEW ENGLD

USA

52064

EVANS

ROBERT F

US-NY-TONAWANDA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH TONAWANDA

700156

US D Tonawanda Del E

USA

52090

BOULWARE

DAVID

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

LOGISTICS ANALYST SENIOR

SC GLOBAL LOGISTICS NA TRANS BULK/WEST

991172

Logistics

Schedule 1.1(b) Employee

USA

52095

BERG

DENNIS G

US-WI-MENASHA

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG MW MENASHA

700504

US D Menasha Del Exp

USA

52106

RELLER

ROBERT J

US-TN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

52185

GIANNINI

DANIEL A

US-IL-FRANKLIN PARK

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST CHICAGO

701343

DM US PLAS ILLINOIS

USA

52188

WILGUS

MICHAEL R

US-OH-DUBLIN-DS

CORP-CORPORATE

MANAGER ACCOUNTING III

FIN SVCS CONTROLLER MGRL/BUDG DC WEST

992036

ADC Controller

USA

52224

SMITH

KATHLEEN A

US-PA-MORRISVILLE (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

52236

AUGUSTIN

JEROME C

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

52253

DUNN

M WYATT

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES COMPOSITES

700663

US D Sellers at ADC

USA

52258

MALARK

ROBERT J

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DIST SALES COMPOSITES SE

701331

DM US COMP SE

USA

52268

STADLIN

MARK S

US-NJ-CARTERET

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

52278

CLASSEN

JUAN A

US-PA-MORRISVILLE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

52287

OCONNELL

GERALD P

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

USA

52290

KESTLER

DIANNA C

US-TX-DALLAS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SENIOR

DIST GLBL SRCG BUS SUP PLASTICS

700688

US D Srcing Bus Met

169

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

52298

YANT

RICHARD P

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

52317

ROMANELLI

JOSEPH F

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER SENIOR

DIST GLBL SRCG CHEM SPEC

700683

US D Sourcing Chem’s

USA

52368

SADLER

KEVIN L

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

52403

SCHAFER

BARBARA J

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

52421

WICKER

PAUL

US-KY-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

USA

52450

PEDERSEN

SCOTT E

US-IL-FRANKLIN PARK

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST CHICAGO

701343

DM US PLAS ILLINOIS

USA

52452

OHLINGER

JAMES W

US-IL-FRANKLIN PARK

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

52476

PHAIR

KEVIN L

US-TN-NASHVILLE (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE NASHVILLE

700290

US D Nashville Del E

Puerto Rico

52479

RIVERA

JORGE L

PR-CATANO 1031

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE SAN JUAN

701073

PR D Whse

Puerto Rico

52503

IRIZARRY

SANTIAGO

US-PR-NON-FACILITY LOC 1031

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW FLORIDA

701327

DM US CHEM FLORIDA

USA

52538

GROOMS

LESLIE R

US-TX-HOUSTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

52553

BRUGGER

CHARLOTTE M

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SENIOR

DIST GLBL SRCG BUS SUP PLASTICS

700688

US D Srcing Bus Met

USA

52661

CUCINOTTA

SALVATORE

US-FL-MIAMI

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

52771

WINTERS

MICHAEL D

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

52787

MCGUIRE

TIMOTHY E

US-GA-DORAVILLE

ADC-ASH DIST

REGIONAL SUPPLY MANAGER

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

USA

52797

GUEX

STEWART O

US-WI-MENASHA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW MENASHA

700504

US D Menasha Del Exp

USA

52837

POIRIER

RACHEL ANN

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

52861

ALVARADO

JORGE A

US-FL-MIAMI

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

52949

SMITH

GAIL R

US-NC-CHARLOTTE (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

53000

HERNANDEZ

TINA

US-TN-MEMPHIS (SC)

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG SE JACKSON/MEMPHIS

700283

US D Memphis Whse Ex

170

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

53004

BISHOP

MCKINLEY

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

53034

WILSON

TODD E

US-TX-HOUSTON (SC)

ASCW-WHSE

FACILITY MANAGER III

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

53049

WEIRICH

RITA L

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SENIOR

DIST GLBL SRCG BUS SUP PLASTICS

700688

US D Srcing Bus Met

USA

53050

MAHONEY

DIANNE G

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W WILLOW SPRINGS

701340

DM US CHEMI IL

USA

53061

SHERRELL

JODY N

US-OK-TULSA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST TULSA

700591

US D Tulsa Del Exp

USA

53076

MARTIN

JANE

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS CORP ACCTS

700693

US D Corp Accts Envi

USA

53130

GORMAN

PATRICK R

US-MN-SHAKOPEE (SC-4471)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

53217

KEENAN

ROBERT E

US-MA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES COMPOSITES NE

701323

DM US COMP NE

USA

53232

HOLLINGSWORTH

TOMMY R

US-TN-KNOXVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST KNOXVILLE

700235

US D Knoxville Whse

USA

53253

PANEK

STEVEN L

US-IL-FRANKLIN PARK

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

53299

BREWER

JACK E

US-CA-SANTA ANA

ASCW-WHSE

REGIONAL LOGISTICS MANAGER

SC PTD LOG WEST

700535

US Dist W Reg Oper E

USA

53329

PIERCY

PAUL R

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW HOUSTON

700691

USD Corp Acct Chem W

USA

53340

COLLINS

DALE OWEN

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

53355

HELLEBRAND

ROBERT E

US-CA-SANTA ANA

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS WEST COAST

701359

DM US ES WEST COAST

USA

53369

GREENE

ELIZABETH W

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW CAROLINAS

701328

DM US CHEM CAROLINAS

USA

53404

FUSCO

PAUL

US-DUBLIN - DA2

AI

HUMAN RESOURCES MANAGER

HUMAN RESOURCES

#N/A

#N/A

Schedule 1.1(b) Employee

USA

53464

CHICKOWSKI

JAMES G

US-GA-DORAVILLE

ADC-ASH DIST

DIRECTOR SALES

DIST SALES CHEM SE/SW

700663

US D Sellers at ADC

USA

53521

FREDIN

RANDY C

US-MN-SHAKOPEE (SC-4471)

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS WEST MINNEAPOLIS

701344

DM US PLAS UPPER MW

USA

53579

KILLILEA

THERESA M

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

LOAD COORDINATOR

SC GLOBAL LOGISTICS NA TRANS BULK/EAST

991172

Logistics

Schedule 1.1(b) Employee

171

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

53588

BELOCK

DONALD R

US-OH-DUBLIN-DS

ADC-ASH DIST

DIRECTOR US COMPOSITES

DIST SALES COMPOSITES

700663

US D Sellers at ADC

USA

53611

BOCOOK

DAWN C

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT II

FIN SVCS CONTROLLER MGRL/BUDG DC WEST

992036

ADC Controller

USA

53653

LEARY

CATHY

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

MANAGER CUSTOMER SERVICE

SC OTC NA DUBLIN DC CHEM

992725

AD Cust Svc-Chem

USA

53667

LYNCH

MARIA T

US-NH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE NEW ENGLAND

701319

DM US CHEM NEW ENGLD

USA

53676

STOFFLE

SAMUEL C

US-TN-KNOXVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST KNOXVILLE

700235

US D Knoxville Whse

USA

53687

SERAFIN

MICHAEL J

US-DE-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE BALTIMORE

701320

DM US CHEM MID ATL

USA

53717

HADLOCK

ALLEN O

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

53794

LAMAR

DAVID L

US-NC-CHARLOTTE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

53831

KIRK

JEFFREY J

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER SALES II

DIST SALES ENV SVCS UPPER MW

701347

DM US ES UPPER MW

USA

53883

WEGMAN

MELINDA F

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES III

DIST SALES PLASTICS WEST SAN FRAN

701357

DM US PLAS NORTHWEST

USA

53923

CUTRI

CHRISTOPHER

US-MI-LANSING

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG NORTH LANSING/WARREN

700402

US D Lansing Whse Ex

USA

56510

DAVIS

SUSAN J

US-TX-GARLAND

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

57227

MILLER

MARK A

US-SC-COLUMBIA

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG EAST COLUMBIA

700204

US D Columbia Whse E

USA

57471

CAREY

JOHN J

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

59090

CONSIDINE

DAVID W

US-NC-CHARLOTTE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

59105

Craycraft

Robert M

US-OH-DUBLIN-DS

CORP-CORPORATE

US Dollar

ASHLAND DISTRIBUTION

X

PRESIDENT DISTRIBUTION

USA

59485

HILAIRE

WILMAN

US-FL-MIAMI

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

59991

O’NEAL

CRAIG A

US-AL-MOBILE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

172

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

61059

COX

RICHARD F

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW BIRMINGHAM

701326

DM US CHEM EMRLD CST

USA

61094

BARE

LAWRENCE C

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

61232

DVORAK

MICHAEL A

US-NH-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM OV/NE NEW ENGLAND

701319

DM US CHEM NEW ENGLD

USA

61471

BRAZELL

DONALD R

US-AL-MOBILE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

61625

HIER

ANDREW J

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

61690

VAN DUINE

MICHAEL

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST ST LOUIS

701345

DM US PLAS MISSOURI

USA

61943

JOHNSON

ANTHONY JAMES

US-FL-TAMPA

ASCW-WHSE

DISPATCHER A

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

Canada

62004

Bontje

Brett

CA-MISSISSAUGA EAST

ASCM-MANUF

LAB TECH A

SC PTD PM CP CANADA MISS QLTY

980015

CA PM Miss Plt QC

USA

62544

MILLER

RONALD W

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

62768

CHALLENDER

JEFFREY D

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

62787

HORTON

MARSHA A

US-MI-LANSING

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

62790

UTLEY

MICHELE D

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

63006

ORANTES

JAIME P

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

63038

MATHWIG

DONALD L

US-MN-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES COMPOSITES UPPER MW

701346

DM US COMP UPPER MW

USA

63347

BASSETT

JOHN M

US-AL-MOBILE

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

63363

DEATON

DARRYL A

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS DEVELOPMENT MANAGER III

DISTRIBUSION SALES CHEMICALS

700684

USD Srcing Mktg

USA

63398

JENKINS

WALTER E

US-AL-MOBILE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

63545

LOGUE

SUSAN E

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER I

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

173

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

63624

TROUTNER

DANIEL C

US-OH-DUBLIN-DA

CORP-CORPORATE

ACCOUNTANT SENIOR

FIN SVCS CONTROLLER MGRL/BUDG DC CENTRAL

992036

ADC Controller

USA

63741

GARMS

JANE A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

63742

HOOCK

BARRY R

US-OH-DUBLIN-TECH W

ADC-ASH DIST

CHEMIST SENIOR

DIST GLBL SRCG CHEM TECH SVCS

701132

US D Srcing Tech Ch

USA

63879

GUMBKO

MICHAEL F

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

63903

WELLS

KENNETH N

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

63975

WITT

DAVID

US-AZ-CHANDLER

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

USA

64069

HERNANDEZ

REYNALDO G

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

64190

Workman

Glenn

US-NC-CHARLOTTE (SC)

ADC-ASH DIST

MANAGER SALES II

DIST SALES COMPOSITES SE

701331

DM US COMP SE

USA

65041

MCBRAYER

ALLEN C

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

65101

SIMON

WAYNE L

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

65102

KOONS

DANIEL R

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES UPPER MW

701346

DM US COMP UPPER MW

USA

65112

BENEDICT

ROBERT T

US-WI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES UPPER MW

701346

DM US COMP UPPER MW

USA

65131

WALDNER

JOSEPH

US-AL-BIRMINGHAM

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE BIRMINGHAM

700299

US D Birmingham Whse

USA

65217

Bowersmith

Jeanette L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

65289

ROBB

S JACQUELINE

US-FL-TAMPA

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

65299

MACK

DONALD E

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

65307

ALFORD

DAVID LEE

US-AL-MOBILE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

65385

MCFARLAND

GEORGE T

US-GA-SAVANNAH

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE SAVANNAH

700323

US D Savannah Whse E

USA

65392

HARVEY

JACKIE W

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC CHEM SE

992725

AD Cust Svc-Chem

174

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

65395

MOOREHEAD

EMMETT D

US-GA-DORAVILLE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

65399

SIMON

STEPHEN J

US-IN-SOUTH BEND

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES ENV SVCS UPPER MW

701339

DM US ES OHIO VALLEY

USA

65400

WILLIS

JAMES A

US-GA-DORAVILLE

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

65419

RATCLIFF

ALICE L

US-CO-DENVER

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG WEST DENVER

700630

US D Denver Del Exp

USA

65428

GAINES

KEITH W

US-LA-BATON ROUGE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE BATON ROUGE

700551

US D Baton Rouge Del

USA

65450

KROGER

DEAN J

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST INDIANAPOLIS

701336

DM US PLAS MIDWEST

USA

65451

MATHENY

MARSHALL A

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS EAST SE ATLANTA

701329

DM US PLAS SOUTHEAST

USA

65470

PRICE

DEBORAH A

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM OV/NE MICHIGAN

701335

DM US CHEM MI/IN

USA

65514

KAPALA

JOHN M

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

65524

TAYLOR

JAMES ALLEN

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS SE

701332

DM US ES SE

USA

65532

COLEMAN

ALPHONSE

US-AL-MOBILE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE MOBILE

700307

US D Mobile Whse Exp

USA

65541

ZIEGENFUSS

DAVID E

US-OK-TULSA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST TULSA

700591

US D Tulsa Del Exp

USA

65579

BROWN

WILLIAM D

US-GA-DORAVILLE

ASCW-WHSE

FACILITY MANAGER IV

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

65584

REYNOLDS

DAVID J

US-OH-DUBLIN-DS

ASCW-WHSE

QUALITY COORDINATOR

SC DISTRIBUTION OPERATIONS

992152

AD Op Admin

USA

65605

CHEEKS

LOUIS

US-GA-DORAVILLE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

65654

HARRIS

JAMES S

US-OH-DUBLIN-DS

ADC-ASH DIST

DIRECTOR SOURCE MANAGEMENT

DIST GLBL SRCG PLASTICS

700681

US D Sourcing Plstcs

USA

65665

MCDONALD

MICHAEL K

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW FLORIDA

701327

DM US CHEM FLORIDA

USA

65689

BYARS

ANNE C

US-FL-MIAMI

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

USA

65776

TRULL

MICHAEL S

US-NC-CHARLOTTE (SC)

ASCW-WHSE

FACILITY MANAGER IV

SC PTD LOG EAST CHARLOTTE/COLUMBIA

700188

US D Charlotte Whse

USA

65799

LEAK

STEVEN B

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

175

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

65846

BLAKELEY

WILLIAM D

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

65879

PRINCE

LEON W

US-NC-CHARLOTTE (SC)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

65884

PITT

LONNIE L

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

65941

BUNTING

STEVEN H

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW CAROLINAS

701328

DM US CHEM CAROLINAS

USA

65958

BUCHHOLZ

STEVEN A

US-MI-WARREN (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

65971

MYERS-GRINDLE

SCARLET A

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS SE

701332

DM US ES SE

USA

65979

GOSE

LISA N

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS SE

701332

DM US ES SE

USA

65992

NIELUBOWSKI

MICHAEL A

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

65999

SMITH

GARY D

US-LA-BATON ROUGE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE BATON ROUGE

700551

US D Baton Rouge Del

USA

66021

FAULKNER

WILLIAM R

US-GA-DORAVILLE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

66192

CHAMBERS

JOHNNY L

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

66344

JOHNSON

W SCOTT

US-MI-WARREN

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER I

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

66516

BLUBAUGH

MICHAEL G

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH PLAS PRCMT

701263

US D Plastic Purch

USA

66816

HEUER

MARK ALLAN

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

Canada

67885

Baldaia

Patricia

CA-MISSISSAUGA WEST

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA MISSISSAUGA

990386

OTC - Canada Central

Schedule 1.1(b) Employee

USA

67903

CLARK

JEFFREY A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

68083

SMITH

TYRONE

US-MI-WARREN (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

68814

COOK

JOHN J

US-NY-BINGHAMTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

USA

69056

BROMBEREK

JAMES M

US-IL-WILLOW SPRINGS

ASCW-WHSE

LAB TECH LEAD

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

69076

STALEY

JILL B

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

PE PRODUCT SPECIALIST

SC GLOBAL PLANNING AD 2

992076

AD Network Planning

176

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

71216

MINENNA

PAUL

US-PA-MORRISVILLE (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

71317

Greenlee

Jennifer

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC CHEM CORP ACCTS

992725

AD Cust Svc-Chem

USA

74357

WASSON

MARK A

US-NC-CHARLOTTE (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

74500

MUDRA

ERIC K

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST CHICAGO

701343

DM US PLAS ILLINOIS

USA

74539

LARSEN

RUTH T

US-MN-SAINT PAUL (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW ST PAUL

700489

US D St.Paul Whse Ex

USA

74685

VARGAS

LUIS

US-SC-ANDERSON

ASCW-WHSE

FACILITY SUPERVISOR I

SC PTD LOG EAST ANDERSON

700315

US D Anderson Whse E

USA

74687

BROADDUS

MICHAEL B

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

75065

WILK

DONALD A

US-PA-MORRISVILLE (SC)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

77695

JACKSON

BEVERLY C

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

78279

CHEELEY

SUSAN D

US-NC-CHARLOTTE (SC)

ADC-ASH DIST

TEMPORARY EMPLOYEE

DIST GLBL SRCG PLASTICS

700681

US D Sourcing Plstcs

USA

78414

DELLIGATTI

ADRIENNE L

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

USA

78794

HALL

CLYDE T

US-SC-COLUMBIA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST COLUMBIA

700203

US D Columbia Del Ex

USA

79380

LEWAND

RAYMOND L

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

79422

CRISWELL

CHARLES E

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

79546

WELCOME

DALLAS E

US-MN-SAINT PAUL (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW ST PAUL

700489

US D St.Paul Whse Ex

USA

79881

HARRISON

BRIGITTE C

US-SC-COLUMBIA

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG EAST COLUMBIA

700203

US D Columbia Del Ex

USA

79945

GORDILLO

NOE

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

80111

THOENEN

TODD E

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

177

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

80402

Lefebvre

Daniele

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

USA

80438

AULT

VICKI L

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT SPECIALIST II

DIST GLBL SRCG PLASTICS OLEFINS

700681

US D Sourcing Plstcs

Canada

80679

Parson

John

CA-RICHMOND

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA RICHMOND

700066

CA D Vancouver - Whs

USA

80993

SMITH

MICHAEL J

US-OH-DUBLIN-DA

ADC-ASH DIST

VICE PRESIDENT DISTRIBUTION CHEMICALS

DISTRIBUSION SALES CHEMICALS

700671

US D G&A

USA

82197

BARRETT

DOUGLAS L

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

84227

ANGEL

LESLIE M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC CHEM NE

992725

AD Cust Svc-Chem

USA

84283

WAYBRIGHT

NATHAN E

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

84391

PEABODY

WILLIAM H

US-MA-TEWKSBURY

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST TEWKSBURY

700149

US D Tewksbury Whse

USA

85975

GIBSON

AVERY D

US-FL-TAMPA

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

86453

BLACKMON

BENJAMIN

US-NC-CHARLOTTE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

86804

CARRILLO

LUIS R

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

Canada

87863

Dumas

Pierre

CA-MISSISSAUGA NORTH

ADC-ASH DIST

Senior Technical Service Representative

DIST SALES PLASTICS WEST CENTRAL CANADA

700080

CA D Cntl Plas-Sell

USA

89175

PETERSON

DAVID W

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST SE ATLANTA

701329

DM US PLAS SOUTHEAST

USA

89178

WESP

SCOTT E

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER SOURCE MANAGEMENT

DIST GLBL SRCG ENV SVCS

700680

US D Sourcing Group

USA

90768

BELL

RANDY L

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

90895

BAFFIN

DAVID M

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

90923

ROMERO

JOSE A

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

91206

JOHNSON

WILBUR

US-OH-GROVE CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

91210

KAP

LORI ANN

US-UT-CLEARFIELD

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG WEST CLEARFIELD

700623

US D Clearfield Whse

178

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

91556

FIELDING

HARRY R

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

92135

HADASH

EDWARD J

US-TX-HOUSTON (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

92303

VANDERVELDE

BRUNO R

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

92434

ALTHEIDE

RONALD K

US-AZ-CHANDLER

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

USA

92791

NITZ

KIRSTEN L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

93142

SHADE

LOWELL M

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST SE ATLANTA

701329

DM US PLAS SOUTHEAST

USA

93193

TAUGHER

ROBERT M

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW FLORIDA

701327

DM US CHEM FLORIDA

USA

93419

KNOWLES

CHARLES E

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

93564

HARRISON

CAROLYN J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

MANAGER CUSTOMER SERVICE

SC OTC NA DUBLIN DC ENV SVCS

992728

AD Cust Svc-ES

USA

94596

PERRY

JOEL T

US-OH-DUBLIN-DA

CORP-CORPORATE

ACCOUNTANT SENIOR

FIN SVCS CONTROLLER MGRL/BUDG DC CENTRAL

992036

ADC Controller

USA

95101

CORRIGAN

KIRK A

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

95307

FONNER

JOSEPH P

US-CA-CARSON

ASCW-WHSE

DISPATCHER SENIOR

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95308

GAMBILL

JOHN D

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95311

GRIFFIN

CHARLES S

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95313

HARTMAN

JAMES R

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95315

KELLY

RICHARD L

US-CA-CARSON

ASCW-WHSE

LAB TECH A

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95319

RODRIGUEZ

RICHARD B

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95322

SARABIA

ROLAND C

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

95350

URIBE

VILIULFO

US-IL-FRANKLIN PARK

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

95782

BRYANT

CHARLES A

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

98196

GONZALEZ

DAVID L

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

98913

GUIZA

VICTOR M

US-AZ-CHANDLER

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

179

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

99701

STEWART

LONNY V

US-UT-CLEARFIELD

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CLEARFIELD

700623

US D Clearfield Whse

Canada

99829

Vitelli

Peter

CA-MISSISSAUGA EAST

ASCW-WHSE

Plant Supervisor

SC PTD LOG CANADA MISSISSAUGA SO NIGHT

700056

CA D Miss S-Whse

Canada

99835

Jakob

Arnold

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MISSISSAUGA SO DAY

700034

CA D Miss S-Delivery

Canada

99839

Giroux

Daniel

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MISSISSAUGA SO NIGHT

700056

CA D Miss S-Whse

Canada

99842

Bachner

Frederic

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MISSISSAUGA SO DAY

700056

CA D Miss S-Whse

USA

115291

HUMPHREY

HAROLD EUGENE

US-KY-LOUISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

118589

REDDY

MICHAEL J

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700345

US D Cincinnati Del

USA

131349

JALOVEC

WILLIAM B

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

131453

MEISENHEIMER

JAMES B

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

131628

PEKO

PUNA T

US-CA-CARSON

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

132152

HOLBERT

JACK L

US-NY-BINGHAMTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

USA

132306

SLATER

CHAD

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

132445

TSCHUDY

KAREN S

US-OH-EVENDALE

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

132603

PLATE

DANA J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC PLS/CP PLAS MW1

992726

AD Cust Svc-Plastics

USA

132605

MASSA

PATRICK T

US-NJ-CARTERET

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

Canada

132680

Baxter

Jamie

CA-MISSISSAUGA SOUTH

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG CANADA MISSISSAUGA NO NIGHT

700056

CA D Miss S-Whse

USA

132853

WOLLET

JEFFREY K

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

USA

132855

GRAVES

EDWARD C

US-OH-DUBLIN-DS

CORP-CORPORATE

PRINCIPAL ENGINEER

EH&S ENVIRONMENTAL & REGULATORY PROGRAMS

991155

EH&S Envr & Reg Pgrm

Schedule 1.1(b) Employee

180

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

133193

MORBEE

PATSY J

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W PERS CARE/ARIZONA

701361

DM US CHEM S CAL

USA

133223

BRENNAN

PETER

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE NEW JERSEY

701322

DM US PLAS NORTHEAST

USA

133758

RENSINK

KEITH D

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES I

DIST SALES ENV SVCS SE

701332

DM US ES SE

USA

134324

STERBA

GEORGE J

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

134614

BENIK

EDWARD S

US-MN-SAINT PAUL (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW ST PAUL

700489

US D St.Paul Whse Ex

USA

135056

FRASER

DARRYL S

US-TX-HOUSTON (SC)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG WEST HOUSTON

700576

US D Houston Whse Ex

USA

135402

MCCOLLUM

DIANNA L

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS WEST SAN FRAN

701357

DM US PLAS NORTHWEST

USA

135418

DAMON

PAUL M

US-KY-LOUISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

136198

CONNELLY

MICHAEL E

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

136705

MOSELEY

VERNON

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

136993

SMITH

ROBERT L

US-KY-LOUISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

137597

BROCKSON

BRIAN M

US-OH-DUBLIN-DS

ASCW-WHSE

DIRECTOR WAREHOUSE & LOGISTICS

SC DISTRIBUTION OPERATIONS

992152

AD Op Admin

USA

138447

SLAY

AVA M

US-LA-BATON ROUGE (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG SE BATON ROUGE

700551

US D Baton Rouge Del

USA

138629

TAYLOR

LINDA M

US-NY-BINGHAMTON (SC)

ASCW-WHSE

DISPATCHER A

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

USA

138893

BOWSER

STANLEY

US-LA-BATON ROUGE (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE BATON ROUGE

700551

US D Baton Rouge Del

USA

139343

BRUNS

LISA J

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

139423

REICHARD

JOHN T

US-OH-DUBLIN-DS

ASCW-WHSE

ENVIRONMENTAL HEALTH & SAFETY COMPLIANCE

SC PTD LOG OHIO VALLEY

700337

US DistMWRegSub1 Ops

USA

139949

BEMENT

DENNISON E

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES COMPOSITES NE

701323

DM US COMP NE

181

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

140228

SILVA

RAFAEL C

US-IL-FRANKLIN PARK

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

140280

ALLARD

JOHN W

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

140332

Miller

Melissa A

US-OH-DUBLIN-DS

ADC-ASH DIST

SUPERVISOR CUSTOMER SERVICE

DIST SALES CHEM CORP ACCTS BUS DEV CS1

700691

USD Corp Acct Chem W

USA

140407

ROTH

CHRISTOPHER D

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES COMPOSITES WEST COAST

701358

DM US COMP W COAST

USA

142457

Gray

Willis A

US-NJ-CARTERET

ASCW-WHSE

TANK TRUCK DRIVER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

143313

WEBSTER

LAWRENCE D

US-MO-SAINT LOUIS (SC)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG MW ST LOUIS

700480

US D St.LS-1st St De

USA

143571

ENGLEKING

GREG C

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

143882

SAGAR

ALISA L

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

FLEET CONTRACT SPECIALIST

SC GLOBAL LOGISTICS DOT SYS & COMP FL OP

991172

Logistics

Schedule 1.1(b) Employee

USA

144131

Ashley

Arthur J

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

144267

STUBBS

SUZANNE M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

144949

HOLDRIETH

JEFFREY P

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS CORP ACCTS

700693

US D Corp Accts Envi

USA

145872

HARTMAN

SHARON K

US-CA-FAIRFIELD

ASCW-WHSE

FACILITY MANAGER IV

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

146446

NEWMAN

DANNY D

US-OR-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES WEST COAST

701358

DM US COMP W COAST

Canada

147761

Aubin

Francoise

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE LEAD

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

USA

147763

MIFSUD

PAUL J

US-UT-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST SAN FRAN

701357

DM US PLAS NORTHWEST

USA

148075

LAWRENTZ

JEFFREY L

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

LAB TECH A

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

Canada

148208

Coelho

Joe

CA-RICHMOND

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

USA

148930

HALE

TRACY L

US-NC-CHARLOTTE (SC)

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS CORP ACCTS IRM

701169

USD Corp Acct ES IRM

USA

149309

STACK

MICHAEL L

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

182

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

149820

Houghtlen

Julie T

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT II

FIN SVCS CONTROLLER MGRL/BUDG DC WEST

992036

ADC Controller

Canada

149927

Williams

Brenda

CA-MISSISSAUGA NORTH

ADC-ASH DIST

SENIOR ACCOUNT MANAGER

DIST SALES PLASTICS WEST CENTRAL CANADA

700080

CA D Cntl Plas-Sell

USA

150297

MURPHY

KELLY A

US-MI-WARREN (SC)

ASCW-WHSE

OFFICE ASSISTANT SENIOR

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

150323

LANE

DON F

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

150418

FRY

LESTER D

US-KY-NON-FACILITY LOCATION

ADC-ASH DIST

DIRECTOR SALES

DIST SALES CHEM OV/NE

700663

US D Sellers at ADC

USA

167893

BRAILSFORD

GLENN A

US-PA-MORRISVILLE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

168141

CANNON

JULIUS E

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SENIOR

DISTRIBUTION MARKETING

700694

AD Marketing

USA

168145

GUISINGER

SHARON A

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SENIOR

DIST GLBL SRCG BUS SUP CHEMICALS

700688

US D Srcing Bus Met

USA

168256

LEVEILLE

WILLIAM

US-NJ-CARTERET

ASCW-WHSE

TANK TRUCK DRIVER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

169821

HURCKES

MICHAEL F

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

173839

VERMILLION

MELISSA L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

179541

MORSE

J DERRICK

US-SC-ANDERSON

ASCW-WHSE

FACILITY MANAGER I

SC PTD LOG EAST ANDERSON

700315

US D Anderson Whse E

USA

179544

UHREN

ROBERT J

US-TN-KNOXVILLE (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG EAST KNOXVILLE

700235

US D Knoxville Whse

USA

179836

USSERY

MATTIE M

US-GA-DORAVILLE

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

183401

BOOTH

ANDREW J

US-TX-DALLAS

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

188254

GRAY

JOHN E

US-AZ-CHANDLER

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

USA

190556

JONES

NICOLE L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CMP PRCMNT

701265

US D Comp Purch

USA

190679

STAMM

REBECCA M

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH PLAS PRCMT

701263

US D Plastic Purch

USA

193774

NIST

DEBORAH J

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CHEM PRCMT

701261

US D Chem Purch

183

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

193778

SECORA

CHERYL A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC CHEM NE

992725

AD Cust Svc-Chem

USA

193817

TITTERINGTON

MICHAEL S

US-KS-KANSAS CITY (SC)

ASCW-WHSE

FACILITY MANAGER III

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

194165

WILSON

STEVEN A

US-FL-TAMPA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

194328

ANDERSON

JEFFREY M

US-MO-SAINT LOUIS (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW ST LOUIS

700480

US D St.LS-1st St De

USA

194459

MARTINEZ

JOE A

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

Canada

194460

Bradshaw

David

CA-MISSISSAUGA SOUTH

ASCW-WHSE

REGIONAL LOGISTICS MANAGER

SC PTD LOG NORTH US & CANADA

700002

CA D ROM

USA

194823

WAUGH

TROY L

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

195059

DE LA CRUZ

JUAN S

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

FACILITY MANAGER IV

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

196212

JOHNSON

VICTOR D

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

196244

ELLIS

KIMBERLY K

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

196251

Singleton

Mary P

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CMP & CANADA

701265

US D Comp Purch

USA

196352

BOWDEN

JEFFERY H

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

Canada

196406

Price

Bradford

CA-MISSISSAUGA EAST

ASC-ASH SUP CHN

Credit Manager

SC OTC CREDIT CANADA

990284

CA Canada Credit

Schedule 1.1(b) Employee

USA

196457

DEWITT

RICK L

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

196685

COLOMBO

GARY A

US-MI-WARREN (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

197936

ROBINSON

ROY N

US-AL-LINCOLN

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG IRM HONDA LINCOLN

700267

IRM Honda-Birmingham

USA

198023

GREEN

JOHN W

US-PA-EAST ROCHESTER (SC-150)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV FREEDOM

700433

US D Freedom Del Exp

USA

198172

DESKO

GARY A

US-NY-BINGHAMTON (SC)

ASCW-WHSE

ENVIRONMENTAL SERVICES COMPLIANCE MANAGE

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

Canada

198477

Grego

Carmela

CA-MISSISSAUGA NORTH

ADC-ASH DIST

REGIONAL BUSINESS ASSISTANT SENIOR

DIST SALES PLASTICS WEST CENTRAL CANADA

700080

CA D Cntl Plas-Sell

184

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

198478

Kraemer

Bernie

CA-MISSISSAUGA NORTH

ADC-ASH DIST

SENIOR ACCOUNT MANAGER

DIST SALES COMPOSITES EAST CANADA

700082

CA D Cntl Comp-Sell

Canada

198481

Nolan

Terence

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

Canada

198488

Wasilyk

Steve

CA-MISSISSAUGA NORTH

ADC-ASH DIST

SENIOR ACCOUNT MANAGER

DIST SALES COMPOSITES EAST CANADA

700082

CA D Cntl Comp-Sell

Canada

198506

Dyck

Brad

CA-WINNIPEG

ASCW-WHSE

Material Handler

SC PTD LOG CANADA WINNIPEG

700050

CA D Winnipeg - Whse

USA

198929

BURNHAM

TAMMY K

US-OH-DUBLIN-TECH W

ADC-ASH DIST

CHEMIST SENIOR

DIST GLBL SRCG CHEM TECH SVCS

701132

US D Srcing Tech Ch

USA

199039

CATCHPOLE

CHARLES E

US-NY-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE NEW ENGLAND

701321

DM US PLAS NEW ENGLD

Netherlands

200983

Mulderink

Johannes

NL-BARENDRECHT

“European Employee”

ADC-ASH DIST

MANAGER COMMODITIES SOURCING

DIST INTL EMEA SOURCING

701269

NL2 AD In Ctry Div A

Spain

208152

Garcia Sanchez

Marceliano

ES-BARCELONA

“European Employee”

ADC-ASH DIST

ASSISTANT II

DIST INTL EMEA EUROPEAN SLS IBERIA WHSE

701192

ES1 AD - BARCELONA

Spain

208684

Pascual Cabrera

Isabel

ES-BARCELONA

“European Employee”

ASC-ASH SUP CHN

EXPORT CUSTOMER SERVICE REPRESENTATIVE

SC OTC EMEA BARCELONA EXPORT

990253

Ash Chem Hisp-OTC

Schedule 1.1(b) Employee

France

209422

Karroumi

Nezah

FR-BEZONS CEDEX

“European Employee”

ADC-ASH DIST

Procurement Coordinator D

DIST INTL EMEA PURCHASING II

701202

FR AD Cent Purch

Spain

209445

Perez Sole

Beatriz Monica

ES-BARCELONA

“European Employee”

ADC-ASH DIST

ASSISTANT II

DIST INTL EMEA EUROPEAN SLS IBERIA WHSE

701192

ES1 AD - BARCELONA

Spain

209895

Dos Santos Costa

Caroline

ES-BARCELONA

“European Employee”

ASC-ASH SUP CHN

Customer Service Representative

SC OTC EMEA BARCELONA DISTRIBUTION

990253

Ash Chem Hisp-OTC

Schedule 1.1(b) Employee

USA

219512

KEUSENKOTHEN

THOMAS P

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

225329

TIZZARD

RICHARD M

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

DIRECTOR SALES

DIST SALES PLASTICS WEST

700663

US D Sellers at ADC

USA

225630

BUSCHJOST-RIEDEL

DIANE E

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT A

DIST GLBL SRCG BUS SUP PRCH CHEM PRCMT

701261

US D Chem Purch

Canada

225777

Badiuk

Nick

CA-WINNIPEG

ASCW-WHSE

Material Handler

SC PTD LOG CANADA WINNIPEG

700050

CA D Winnipeg - Whse

USA

225978

PENKALA

KENNETH G

US-CT-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

185

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

230353

SNEAD

CARL J

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

Canada

235040

Ouellette

Jason

CA-MISSISSAUGA SOUTH

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG CANADA MISSISSAUGA NO NIGHT

700056

CA D Miss S-Whse

USA

235905

OLSON

DOUGLAS J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

GLOBAL TRADE PROCESSOR STAFF

SC OTC GTM EXPORT AD/APM AD OCEAN/AIR

992007

Global Trade Mgmt

Schedule 1.1(b) Employee

Canada

236596

Pichette

Isabelle

CA-MONTREAL

“European Employee”

ADC-ASH DIST

PURCHASING COORDINATOR A

DIST GLBL SRCG BUS SUP PRCH CMP CANADA

701258

CA D Reg Purchasing

USA

237237

PARKER

WILLIAM S

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

237589

CHRIST

MICHAEL L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CMP & CANADA

701265

US D Comp Purch

USA

237960

HUTCHINSON

ROGER D

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW FLORIDA

701327

DM US CHEM FLORIDA

USA

238488

HANZLIK

MICHAEL C

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG OV TWINSBURG

700426

US D Twins.-High Whs

USA

238669

KRUSEMARK

KAIJA K

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

USA

238748

JOHNSON

JOY K

US-MN-SHAKOPEE (SC-4471)

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST MINNEAPOLIS

701344

DM US PLAS UPPER MW

USA

238786

ROBNETT

KATHLEEN R

US-CA-FAIRFIELD

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

239082

MICHELSON

JASON M

US-NH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS NE

701324

DM US ES NE

USA

239200

SCHULTZE

GARY R

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM SE/SW HOUSTON

701349

DM US CHEM TX/OK

USA

239264

Angelo

Mary Ellen

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CMP & CANADA

701265

US D Comp Purch

USA

239616

BAKER

CHRISTINE B

US-OH-DUBLIN-DS

ADC-ASH DIST

PROPOSAL ANALYST I

DIST SALES CHEM CORP ACCTS BUS DEV CS1

700691

USD Corp Acct Chem W

USA

239617

ROMINE

CLIFFORD E

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST SALES CHEM CORP ACCTS BUS DEV CS1

700691

USD Corp Acct Chem W

USA

239933

NELL

JOHN J

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CHEMICALS

701261

US D Chem Purch

186

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

239944

WOOTEN

DONALD C

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

240092

BROGLIO

ROCCO G

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE NEW JERSEY

701322

DM US PLAS NORTHEAST

USA

240108

THOMPSON

KATHY J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

TRAINER

SC OTC PROCESS IMPROVEMENT

992012

Order To Cash Team

Schedule 1.1(b) Employee

USA

240136

SCHULTZE

TIMOTHY A

US-NY-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

240137

MAYFIELD

MICHAEL D

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

240231

SUVER

MICHAEL

US-OH-DUBLIN-DS

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

241471

UNAITIS

MARK E

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

241611

GIBSON

SHAWN D

US-AL-BIRMINGHAM

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE BIRMINGHAM

700299

US D Birmingham Whse

USA

242094

FORBES

KENNETH E

US-CA-FAIRFIELD

ASCW-WHSE

LAB TECH STAFF

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

242347

LEHOE

MARY B

US-OH-GROVE CITY (SC)

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

242477

BELLISSIMO

CRAIG E

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

Canada

243672

Stulgys

Raymond

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MISSISSAUGA SO DAY

700034

CA D Miss S-Delivery

Canada

243674

Cote

Rene

CA-MONTREAL

“European Employee”

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MONTREAL

700017

CA D Montreal-Del

USA

244069

DUGAN

DOUGLAS A

US-OH-DUBLIN-DS

ASCW-WHSE

IRM OPERATIONS MANAGER

SC PTD LOG IRM

700668

IRM Operations

Canada

244424

Moniz

Joe

CA-MISSISSAUGA SOUTH

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG CANADA MISSISSAUGA NO DAY

700056

CA D Miss S-Whse

USA

244482

PIERCE

JENNIFER G

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC ENV SVCS MW/EAST

992728

AD Cust Svc-ES

USA

244767

MOORE

STEVIE E

US-GA-SAVANNAH

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE SAVANNAH

700323

US D Savannah Whse E

USA

245355

DUNCAN

GARRETT M

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER BUSINESS SUPPORT

DIST GLBL SRCG BUS SUPPORT

700680

US D Sourcing Group

USA

245826

Caudill

Joy R

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT SUPERVISOR

DIST GLBL SRCG BUS SUP PRCH CHEM PRCMT

701261

US D Chem Purch

187

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

245833

JENKINS

EILEEN M

US-IL-WILLOW SPRINGS

ASCW-WHSE

OFFICE ASSISTANT LEAD

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

246627

BOSTER

TERA E

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC ENV SVCS BILLING

992728

AD Cust Svc-ES

USA

246677

BATZOLD

ROBERT W

US-IL-NON-FACILITY LOCATION

ADC-ASH DIST

DIRECTOR SALES

DIST SALES CHEM MW/W

700663

US D Sellers at ADC

USA

246680

ROLANDS

MEGAN A

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE MICHIGAN

701335

DM US CHEM MI/IN

USA

246683

MAKOVSKY

THADDEUS J

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

247712

SCHIRRA

JOHN C

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE CLEVELAND

701374

DM US CHEM N OH/PA

USA

248932

MONROE

WAYNE A

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

248933

O’CALLAGHAN

RICHARD M

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

249219

MURPHY

MICHAEL D

US-IL-WILLOW SPRINGS

ASCW-WHSE

DRIVER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

Canada

249446

Tille

Diane

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUST SUP MGR III

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

USA

249675

SEPESY

JOHN E

US-CO-DENVER

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST SAN FRAN

701357

DM US PLAS NORTHWEST

USA

249732

WOOD

AMANDA K

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

REGIONAL BUSINESS ASSISTANT SENIOR

SC OTC NA DUBLIN DC CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

250800

WILSON

MICHAEL G

US-KY-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES I

DIST SALES PLASTICS BUS DEV BRE

700684

USD Srcing Mktg

USA

250952

HEMPHILL

GLENN M

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

USA

250981

MARTINEZ

JOSE L

US-CA-CARSON

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

251600

MERTES

SEAN D

US-MN-NON-FACILITY LOCATION

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DIST SALES PLASTICS WEST MINNEAPOLIS

700663

US D Sellers at ADC

USA

251967

Castillo Reyes

Vicente R

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

251970

CLINGER

AARON R

US-UT-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES WEST COAST

701358

DM US COMP W COAST

USA

251971

CORTEZ

ARMANDO

US-CA-FONTANA

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST FONTANA

700647

US D Fontana Whse Ex

188

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

251975

FLORES

JOSE E

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

251978

HARTE

ROBERT K

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES WEST COAST

701358

DM US COMP W COAST

USA

252323

MCELHANEY

JACK W

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH PLAS PRCMT

701263

US D Plastic Purch

USA

252327

BAEHR

KENNETH R

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE I

SC OTC NA DUBLIN DC ENV SVCS MW/EAST

992728

AD Cust Svc-ES

USA

252690

HARVATH

CHRISTOPHER J

US-WI-MENASHA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW MENASHA

700504

US D Menasha Del Exp

USA

253338

HARDIN

DAVID A

US-NC-CHARLOTTE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

254198

TRANTHAM

MICHAEL D

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

254629

GLADIN

WAYNE R

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

Canada

254741

Griffin

Robert

CA-RICHMOND

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

Canada

254747

Ahonen

Dave

CA-RICHMOND

ASCW-WHSE

Material Handler

SC PTD LOG CANADA RICHMOND

700066

CA D Vancouver - Whs

USA

254924

MCGRAW

ADAM W

US-NY-BINGHAMTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

USA

255186

GROVES

JULIA M

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT SPECIALIST II

DIST GLBL SRCG CHEM SPEC

700683

US D Sourcing Chem’s

USA

255675

FISHER

CHRISTOPHER W

US-GA-DORAVILLE

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

256418

BOYER

RICK C

US-AZ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST LA

701356

DM US PLAS W COAST

USA

256419

Terry

Marsha E

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH PLASTICS

701263

US D Plastic Purch

Canada

256779

Cabral

Emanuel

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Warehouse Lead

SC PTD LOG CANADA MISSISSAUGA SO DAY

700056

CA D Miss S-Whse

Canada

256780

Pocevicius

Paul

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MISSISSAUGA SO DAY

700034

CA D Miss S-Delivery

USA

257081

GONZALEZ

ANGELO

US-FL-MIAMI

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE MIAMI

700243

US D Miami Whse Exp

Canada

257194

Watson

Marilyn

CA-MISSISSAUGA WEST

ADC-ASH DIST

PROCURMT AST SR

DIST GLBL SRCG BUS SUP PRCH CMP CANADA

701258

CA D Reg Purchasing

Canada

257201

Chatigny

Martine

CA-MONTREAL

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES COMPOSITES EAST CANADA

700082

CA D Cntl Comp-Sell

189

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

257220

GLOSTER

DEANNA L

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST LA

701356

DM US PLAS W COAST

USA

257245

HUNT

LARRY R

US-OH-DUBLIN-DA

ADC-ASH DIST

DIRECTOR BUSINESS DEVELOPMENT

DIST SALES PLASTICS BUSINESS DEVELOPMENT

700663

US D Sellers at ADC

USA

257396

VELARDI

FRANK

US-NJ-CARTERET

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

257663

VETOVICH

RICHARD E

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

258117

COYLE

THOMAS E

US-MI-WARREN (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

259411

FLORES

OSCAR A

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

259441

SORNBERGER

ERIC L

US-NY-BINGHAMTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

USA

259749

BAIRD

CHERYL

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC PLS/CP CP NORTH

992727

AD Cust Svc-Composit

USA

261536

PEARCE

TIMOTHY W

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

Canada

261624

Crocker

Heather

CA-MISSISSAUGA EAST

ASC-ASH SUP CHN

CREDIT ASSOC

SC OTC CREDIT CANADA

990284

CA Canada Credit

Schedule 1.1(b) Employee

USA

262300

WEIR

ROBERTA

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES ENV SVCS SW

701353

DM US ES SW

USA

262407

MARTIN

CAROL A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT SENIOR

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

263001

HAN

BUU

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES I

DIST SALES ENV SVCS WEST COAST

701359

DM US ES WEST COAST

Canada

263264

Kahner

Bill

CA-MONTREAL

“European Employee”

ASCW-WHSE

Plant Manager II

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

264043

SCHULTZ

JEFF B

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

264198

LOKEN

ROBERT G

US-MN-SHAKOPEE (SC-4401)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

Canada

264485

Milford

Jennifer

CA-MISSISSAUGA NORTH

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES PLASTICS WEST CENTRAL CANADA

700080

CA D Cntl Plas-Sell

USA

264936

FISHER

ROBERT W

US-IL-WILLOW SPRINGS

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM MW/W WILLOW SPRINGS

701340

DM US CHEMI IL

190

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

265137

POWELL

CHRISTOPHER E

US-FL-TAMPA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

265640

LEWIS

MICHELE J

US-IN-ELKHART

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW ELKHART

700442

US D Elkhart Whse Ex

USA

265678

SZYMAREK

THOMAS S

US-IN-ELKHART

ASCW-WHSE

FACILITY MANAGER I

SC PTD LOG MW ELKHART

700442

US D Elkhart Whse Ex

USA

265720

WEDGE

PATRICIA S

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC PLS/CP CP NORTH

992727

AD Cust Svc-Composit

USA

266970

RAEL

JOSEPH A

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS UPPER MW

701347

DM US ES UPPER MW

Puerto Rico

267088

LOZADA

EDWARD

PR-CATANO 1031

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE SAN JUAN

701073

PR D Whse

USA

268024

HURLEY

TIMOTHY P

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM SE/SW BIRMINGHAM

700691

USD Corp Acct Chem W

USA

268323

KELLY

GAIL E

US-NJ-CARTERET

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

269100

EMERICK

PATRICK R

US-MI-WARREN (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH WARREN

700410

US D Warren Whse Exp

USA

269276

HIGBY

SUSAN J

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CMP PRCMNT

701265

US D Comp Purch

USA

269297

NAUER

GERALD T

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

269455

REISS

RICHARD L

US-MO-SAINT LOUIS (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW ST LOUIS

700480

US D St.LS-1st St De

USA

270274

SMITH

ROBERT L

US-KY-LOUISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV LOUISVILLE

700393

US D Louisville Del

USA

270486

MOCABY

JERRY D

US-IN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

USA

270501

COUNCELL

STEVEN E

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

USA

270506

MANN

ROBERT J

US-IN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

USA

270510

STRASBURG

SHAWN P

US-WI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES UPPER MW

701346

DM US COMP UPPER MW

USA

270536

BATES

KENNETH R

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

191

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

270683

SUNKLE

SCOTT E

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER I

DIST GLBL SRCG PLASTICS

700681

US D Sourcing Plstcs

USA

270790

ANSCHUTZ

KEVIN C

US-MI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE MICHIGAN

701335

DM US CHEM MI/IN

USA

271154

DETWILER

JANET D

US-IN-ELKHART

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW ELKHART

700442

US D Elkhart Whse Ex

USA

271210

CHRISTIAN

WILLIAM

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

271497

DUGAN

KEVIN J

US-WI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W MINNEAPOLIS

701341

DM US CHEM UPPER MW

USA

271567

MOSHER

RUSSELL K

US-OH-DUBLIN-DS

ADC-ASH DIST

DIRECTOR SALES

DIST SALES ENV SVCS CORP ACCTS

700693

US D Corp Accts Envi

USA

271580

VAN DYKE

MICHAEL T

US-CO-DENVER

ASCW-WHSE

FACILITY MANAGER II

SC PTD LOG WEST DENVER

700630

US D Denver Del Exp

USA

271664

AUKER

JANET S

US-OH-DUBLIN-DS

CORP-CORPORATE

BOOKKEEPER SENIOR

FIN SVCS CONTROLLER MGRL/BUDG DC CENTRAL

992036

ADC Controller

USA

271725

DEGRANDI

CHRISTIAN D

US-KY-LOUISVILLE (SC)

ASCW-WHSE

FACILITY SUPERVISOR I

SC PTD LOG OV LOUISVILLE

700394

US D Louisville Whse

USA

271802

TAIMAN

JORGE

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

271948

LANDENBERGER

RENAE C

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT III

FIN SVCS CONTROLLER MGRL/BUDG DC CENTRAL

992036

ADC Controller

USA

272403

ICARDI

DANIEL V

US-OH-EVENDALE

ASCW-WHSE

FACILITY MANAGER III

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

272761

BREYER

TROY D

US-MN-SHAKOPEE (SC-4471)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW SHAKOPEE

700497

US D Shakopee Whse E

USA

272856

YANETTE

JUDE D

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE BALTIMORE

701320

DM US CHEM MID ATL

USA

273087

JOHNSON

TIMOTHY B

US-PA-MORRISVILLE (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

Canada

273221

O’brien

Sean

CA-BEDFORD

ADC-ASH DIST

BUSINESS MANAGER

DIST SALES COMPOSITES EAST CANADA

700081

CA D Cntl Chem-Sell

USA

273375

CHILDS

JAMES E

US-NC-CHARLOTTE (SC)

ASCW-WHSE

BUSINESS SUPPORT ASSISTANT SENIOR

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

273489

Tabbutt

Kraig S

US-OH-DUBLIN-DS

ADC-ASH DIST

ENVIRONMENTAL SERVICES PROFILE ADMINISTR

DIST GLOBAL SRCG ENV CUSTOMER SERVICE

700680

US D Sourcing Group

192

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

273633

ALLEN

PAMELA A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

SUPERVISOR CUSTOMER SERVICE

SC OTC NA DUBLIN DC PLS/CP PLAS MW2

992726

AD Cust Svc-Plastics

USA

273737

Ramos

Emeterio F

US-NJ-CARTERET

ASCW-WHSE

LAB TECH SENIOR

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

273932

KIMBRO

GARY L

US-CO-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

274284

GIBSON

JANET A

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CHEM ORDER

701261

US D Chem Purch

Canada

274359

Gerard

Edith

CA-MONTREAL

“European Employee”

ADC-ASH DIST

BUSINESS SUPPORT ANALYST SR

DIST GLBL SRCG BUS SUP COMPOSITES

701105

CA D Source Mgnt

USA

274615

REED

JOHN B

US-MS-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM SE/SW BIRMINGHAM

701326

DM US CHEM EMRLD CST

Canada

274789

Labelle

David

CA-MISSISSAUGA NORTH

ADC-ASH DIST

BUSINESS MANAGER ENVIRONMENTAL SERVICES

DIST SALES ENV SVCS CANADA

700083

CA D Cntl ES - Sell

USA

274831

POLZER

JOHN L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CMP PRCMNT

701265

US D Comp Purch

USA

274927

SADA

THOMAS J

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

275606

WILLIAMS

JOHN E

US-OK-TULSA

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM SE/SW DALLAS

701350

DM US CHEM GARLAND

USA

275663

VELEZ

ROBERTO

US-NJ-CARTERET

ASCW-WHSE

TANK TRUCK DRIVER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

Canada

275824

Riley

Thomas

CA-BEDFORD

ASCW-WHSE

Material Handler

SC PTD LOG CANADA HALIFAX

700026

CA D Halifax - Whse

USA

275864

MORBEE

STEPHEN J

US-CO-DENVER

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST DENVER

700630

US D Denver Del Exp

USA

276095

GREENWOOD

GEORGE K

US-TX-GARLAND

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

277162

GUTIERREZ

JOSE ANTONIO

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER SENIOR

DISTRIBUTION MARKETING 1

700696

US D MKTG Tech Chem

USA

277164

SYBERT

GREGORY J

US-FL-TAMPA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

277244

PEREZ

JUAN G

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

277277

SAILORS

JULIE S

US-NC-CHARLOTTE (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

277732

BISHOP

MARY L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH PLAS ORDER

701263

US D Plastic Purch

USA

278045

HILL

KATHY

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CHEMICALS

701261

US D Chem Purch

193

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

278287

Persoage

Reid

CA-WINNIPEG

ASCW-WHSE

WAREHOUSE MANAGER

SC PTD LOG CANADA WINNIPEG

700050

CA D Winnipeg - Whse

USA

278582

HARJO

JERRY BOB

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

279246

BECK

DAVID L

US-NY-TONAWANDA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH TONAWANDA

700156

US D Tonawanda Del E

USA

279312

SYMCHAK

TOM R

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

279622

MACIOCI-CERMAK

AMY M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE LEAD

SC OTC NA DUBLIN DC PLS/CP PLAS EAST

992726

AD Cust Svc-Plastics

USA

279652

OLMSTED

JOSHUA K

US-MI-LANSING

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

280218

SCHIEBER

ERIC J

US-CA-FAIRFIELD

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

280245

WINKLER

MICHAEL T

US-GA-DORAVILLE

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

280360

DAWSON

MARK C

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

USA

280423

KEELS

RYAN A

US-CA-FAIRFIELD

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

280581

MUNDIE

KENNETH F

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

MANAGER CUSTOMER SERVICE

SC OTC NA DUBLIN DC PLS/CP

992726

AD Cust Svc-Plastics

USA

280584

WOOD

JERI L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP CP SW & SE

992727

AD Cust Svc-Composit

USA

280587

GLAESER

CHERYL A

US-MD-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES I

DIST SALES CHEM OV/NE BALTIMORE

701320

DM US CHEM MID ATL

USA

280628

LATHEM

WILLIAM C

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

280687

DUFFY

MICHAEL J

US-CA-FAIRFIELD

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

280817

MCKENNA

MARK A

US-MA-TEWKSBURY

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST TEWKSBURY

700149

US D Tewksbury Whse

USA

281223

RILEY

JENNIFER A

US-SC-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES PLASTICS EAST SE CAROLINAS

701330

DM US PLAS MID ATL

USA

281346

SIEGFERTH

ANDREW C

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

281470

LORD

RACHEL E

US-TX-GARLAND

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

281551

TROUT

MATTHEW J

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER I

DIST GLBL SRCG PLASTICS

700681

US D Sourcing Plstcs

194

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

281573

STUCK

KAREN L

US-WI-MENASHA

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW MENASHA

700504

US D Menasha Del Exp

USA

281734

LEONARD

CHRISTOPHER M

US-TX-HOUSTON

ADC-ASH DIST

REGIONAL SUPPLY MANAGER

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

USA

281850

YOUNGS

BARBARA A

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ASSOCIATE

DIST GLBL SRCG CHEM

700685

USD Srcing Chem RPM

USA

282125

Webb

Paul D

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CMP & CANADA

701265

US D Comp Purch

Canada

282340

Allan

Brian

CA-RICHMOND

ADC-ASH DIST

SALES SPECIALIST

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

Canada

282391

Russell

Bruce

CA-RICHMOND

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

Canada

282392

Lanigan

Terry

CA-RICHMOND

ADC-ASH DIST

ACCOUNT EXEC

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

USA

282624

MADISON

MARSHA A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC CHEM CORP ACCTS

992725

AD Cust Svc-Chem

USA

282729

Shop

Deana E

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT SUPERVISOR

DIST GLBL SRCG BUS SUP PRCH CHEM ORDER

701261

US D Chem Purch

USA

282730

STEWART

KIM L

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP CHEMICALS

700688

US D Srcing Bus Met

Canada

282877

Chuang

Bera

CA-RICHMOND

ADC-ASH DIST

REGIONAL BUSINESS MANAGER

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

USA

283823

HEARNEY

TAMMY M

US-NJ-CARTERET

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

284331

PRECIADO

ARTURO

US-CA-FONTANA

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG WEST FONTANA

700647

US D Fontana Whse Ex

USA

285020

PINGSTON

RICHARD E

US-TN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS SE

701332

DM US ES SE

USA

285864

PEREIRA

ADOLFO J

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

USA

286320

FOLKS

JEFFREY G

US-NC-CHARLOTTE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

286739

LONG

ROBERT O

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DIST SALES PLASTICS EAST NE DUBLIN

701337

DM US PLAS OHIO VALY

USA

286887

DELANEY

MATTHEW J

US-MA-TEWKSBURY

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG EAST TEWKSBURY

700149

US D Tewksbury Whse

195

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

286914

D’addario

Antonella

CA-MONTREAL

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST EAST CANADA

700007

CA D East Plas-Selli

Canada

286915

Fournier

Eric

CA-MONTREAL

“European Employee”

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MONTREAL

700017

CA D Montreal-Del

Canada

286917

Paquette

Serge

CA-MONTREAL

“European Employee”

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

286944

CHALTIN

JEFFREY S

US-IL-FRANKLIN PARK

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

287314

BUCKLEY-CORREA

ANNETTE

US-FL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM SE/SW FLORIDA

701327

DM US CHEM FLORIDA

USA

287569

O’CONNELL

LAURIE G

US-OH-DUBLIN-DS

ADC-ASH DIST

ENVIRONMENTAL SERVICES PROFILE ADMINISTR

DIST GLOBAL SRCG ENV CUSTOMER SERVICE

700687

US D Sourcing - ES

USA

287644

BAXTER

JEFF S

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE I

SC OTC NA DUBLIN DC CHEM MW1

992725

AD Cust Svc-Chem

USA

287774

RICHARDSON

JIM R

US-OH-EVENDALE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV EVENDALE

700369

US D Grove City Del

USA

288019

Dent

Vincent M

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT SUPERVISOR

DIST GLBL SRCG BUS SUP PRCH CHEM DIST

701261

US D Chem Purch

USA

288146

GREENLAND

BRUCE G

US-NH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM OV/NE NEW ENGLAND

701319

DM US CHEM NEW ENGLD

USA

288168

LESNICKI

ADAM

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

288914

BRASHEARS

ELIZABETH A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP CP SW & SE

992727

AD Cust Svc-Composit

USA

289388

DOUD

TIMOTHY

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE LEAD

SC OTC NA DUBLIN DC PLS/CP PLAS MW1

992726

AD Cust Svc-Plastics

USA

289438

LETTOW

MELISSA A

US-OH-EVENDALE

ASCW-WHSE

LAB TECH A

SC PTD LOG OV EVENDALE

700346

US D Cincinnati Whse

USA

289578

NEGRETTE

PAUL A

US-IL-FRANKLIN PARK

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

USA

289579

SCHROEDER

RICK L

US-WI-MENASHA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW MENASHA

700504

US D Menasha Del Exp

USA

289651

LAUREL

MARIO S

US-IL-WILLOW SPRINGS

ASCW-WHSE

JANITOR

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

Canada

289952

Dawes

Christopher

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MISSISSAUGA SO DAY

700056

CA D Miss S-Whse

Canada

289953

Pugliese

Francesco

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Warehouse Lead

SC PTD LOG CANADA MISSISSAUGA SO NIGHT

700056

CA D Miss S-Whse

USA

290036

THEIL

CINDY L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT SUPERVISOR

DIST GLBL SRCG BUS SUP PRCH PLAS ORDER

701263

US D Plastic Purch

196

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

290131

Brault

Robert

CA-MONTREAL

“European Employee”

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

Canada

290280

Graham

Michael

CA-MISSISSAUGA NORTH

ADC-ASH DIST

ACCOUNT MANAGER

DIST SALES CHEM OV/NE CENTRAL CANADA

700081

CA D Cntl Chem-Sell

USA

290290

MCMAHAN

MATTHEW S

US-CA-CARSON

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

Canada

290494

Foster

Michele

CA-MISSISSAUGA WEST

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUPPORT

701258

CA D Reg Purchasing

USA

290618

BUCK

JOHN H

US-IL-FRANKLIN PARK

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG MW FRANKLIN PARK

700529

US D FranklinPk Whse

Canada

290679

Harris

Murray

CA-RICHMOND

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA RICHMOND

700065

CA D Vancouver - Del

USA

290688

RAMIREZ

ALFREDO

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

Canada

290707

Gracey

James

CA-RICHMOND

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA VANCOUVER

990387

OTC - Canada West

Schedule 1.1(b) Employee

Canada

290708

Schweitzer

Michael (Mike)

CA-RICHMOND

ASCW-WHSE

Warehouse Manager

SC PTD LOG CANADA RICHMOND

700066

CA D Vancouver - Whs

USA

290744

GARCIA

ALEXANDER

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

290851

MCDOLE

GLENDA R

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC PLS/CP CP SW & SE

992727

AD Cust Svc-Composit

USA

290951

Campbell

Cathy L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH CHEM DIST

701261

US D Chem Purch

USA

291029

HUBBARD

ROBERT F

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM MW/W ST LOUIS

701342

DM US CHEM MISSOURI

Canada

291127

Dussault

Marie

CA-MONTREAL

“European Employee”

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SR

SC OTC NA MONTREAL

990385

OTC - Canada East

Schedule 1.1(b) Employee

USA

291323

DARDEN

RHONDA D

US-CA-CARSON

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

291466

ELSOM

MARY FRANCES

US-OH-DUBLIN-DS

ADC-ASH DIST

ACCOUNT SUPPORT REPRESENTATIVE II

DIST GLBL SRCG CHEM METHANOL

701066

US D Meth CS

USA

291497

KIRCHNER

JOHN F

US-OH-DUBLIN-DA

ADC-ASH DIST

DIRECTOR OF MARKETING

DISTRIBUTION MARKETING

700694

AD Marketing

Canada

291601

Silva

John

CA-RICHMOND

ADC-ASH DIST

TERRITORY MANAGER

DIST SALES CHEM WEST CANADA

700052

CA D West - Selling

USA

291724

SPOERKE

BRAD J

US-WI-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS UPPER MW

701347

DM US ES UPPER MW

197

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

291980

GILBERT

MICHAEL D

US-OH-DUBLIN-DS

ADC-ASH DIST

VICE PRESIDENT US PLASTICS

DIST SALES PLASTICS

700663

US D Sellers at ADC

Canada

292196

Wood

Graham

CA-BEDFORD

ASCW-WHSE

Warehouse Manager

SC PTD LOG CANADA HALIFAX

700026

CA D Halifax - Whse

USA

292268

HAMMER

DERRIL LYNN

US-UT-CLEARFIELD

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CLEARFIELD

700623

US D Clearfield Whse

USA

292439

WILBANKS

DONALD J

US-MD-BALTIMORE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST BALTIMORE

700703

US D Baltimor Del Ex

USA

292739

EWALD

LISA L

US-MN-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES I

DIST SALES COMPOSITES UPPER MW

701338

DM US COMP OV

USA

292909

DUBANSKI

MICHAEL FLOYD

US-IL-WILLOW SPRINGS

ASCW-WHSE

BLENDER/ACID PERSON

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

293250

GRIFFITH

TINA M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP CP SW & SE

992727

AD Cust Svc-Composit

USA

293377

MEYERS

DONALD J

US-IL-WILLOW SPRINGS

ASCW-WHSE

MAINTENANCE PERSON

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

293560

INGRAM

PATRICIA A

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT II

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

293599

EVANS

BRIAN J

US-OH-DUBLIN-DS

ADC-ASH DIST

MANAGER PROCUREMENTS

DIST GLBL SRCG BUS SUP PRCH CHEMICALS

701261

US D Chem Purch

USA

293697

SNYDER

TONY M

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS WEST COAST

701359

DM US ES WEST COAST

USA

293766

RAQUET

FREDERICK

US-OH-GROVE CITY (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

294015

PURVIS

VAN M

US-SC-COLUMBIA

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST COLUMBIA

700203

US D Columbia Del Ex

USA

294018

SMITH

DARREN M

US-MI-LANSING

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG NORTH LANSING

700402

US D Lansing Whse Ex

USA

294037

WRIGHT

STEVEN

US-PA-MORRISVILLE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

294084

HEINER

PATRICK L

US-CA-CARSON

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG WEST CARSON

700606

US D Carson Del Exp

USA

294416

NORMAN

WALTER S

US-KS-KANSAS CITY

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

294419

BROOKS

RODNEY K

US-GA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW ATLANTA

701325

DM US CHEM GEORGIA

USA

294542

BUTLER

DAVID I

US-PA-MORRISVILLE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

294566

Kolb

William F

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT SUPERVISOR

DIST GLBL SRCG BUS SUP PRCH CMP PRCMNT

701265

US D Comp Purch

USA

294674

Disabato

Kelly

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH PLASTICS

701263

US D Plastic Purch

198

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

294714

Butsch

Christine Lee

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT SPECIALIST

SC GLOBAL PLANNING

992076

AD Network Planning

USA

294906

ARDALAN

SAEEDEH

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT II

FIN SVCS CONTROLLER MGRL/BUDG DC WEST

992036

ADC Controller

USA

295154

STURGILL

TOM R

US-OK-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS SW

701353

DM US ES SW

USA

295199

MARTINEZ

ALEX ABEL

US-FL-TAMPA

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

295356

LAWRENCE

RAYMOND L

US-NC-CHARLOTTE (SC)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

295418

FREITAG

ROYCE WILLIAM

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

USA

295443

ALBANESE-DEMAIR

RICHARD JOHN

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS BUS DEV BRE

701131

US D Srcing Tech Pl

USA

295466

SHORT

KIM A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

GLOBAL TRADE PROCESSOR SENIOR

SC OTC IMPORT/EXPORT DIST

992007

Global Trade Mgmt

Schedule 1.1(b) Employee

Canada

295554

Duncan

Peter

CA-MISSISSAUGA SOUTH

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG CANADA MISSISSAUGA NO NIGHT

700056

CA D Miss S-Whse

USA

295574

HALINSKI

WLADIMIR

US-NJ-CARTERET

ASCW-WHSE

TANK TRUCK DRIVER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

295685

YUHAS

STEPHEN M

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

Canada

295767

Lacroix

Gilles

CA-MONTREAL

“European Employee”

ASCW-WHSE

Warehouse Lead

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

295898

NELSON

GLENN R

US-IL-FRANKLIN PARK

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DIST SALES PLASTICS WEST CHICAGO

701343

DM US PLAS ILLINOIS

USA

295967

COOK

ROGER A

US-NY-BINGHAMTON (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST BINGHAMTON

700132

US D Binghamton Del

USA

295987

HAMMER

TRICIA L

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

296492

NORWOOD

DANNY W

US-TX-GARLAND

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

296707

SUNKLE

HEATH B

US-PA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS EAST NE NEW JERSEY

701322

DM US PLAS NORTHEAST

USA

296913

CASPER

JOHN F

US-NJ-CARTERET

ASCW-WHSE

TANK TRUCK DRIVER

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

296995

BURKHART

JONATHAN G

US-OH-DUBLIN-DS

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE II

DISTRIBUTION MARKETING 1

700696

US D MKTG Tech Chem

199

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

297192

O’GRADY

PATRICK K

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES COMPOSITES SW

701352

DM US COMP SW

USA

297193

GREEN

KYLE M

US-UT-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

Canada

297232

Larose

Johanne

CA-MONTREAL

“European Employee”

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

297256

THEIL

KARL

US-MN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES PLASTICS WEST MINNEAPOLIS

701344

DM US PLAS UPPER MW

USA

297271

YIM

SHANNON C

US-CA-CARSON

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

297275

COLLINS

JAMES CHRISTOPHER

US-MA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS NE

701324

DM US ES NE

Canada

297312

Sicotte

Luc

CA-MONTREAL

“European Employee”

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST EAST CANADA

700007

CA D East Plas-Selli

Canada

297349

Hebert

Andre

CA-MONTREAL

“European Employee”

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

Canada

297351

Goyette

Jean

CA-MONTREAL

“European Employee”

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

Canada

297352

Leclair

Sylvain

CA-MONTREAL

“European Employee”

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MONTREAL

700017

CA D Montreal-Del

Canada

297353

Cadieux

Clermond

CA-MONTREAL

“European Employee”

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

297659

TROUTEN

HEATHER E

US-OH-DUBLIN-TECH W

ADC-ASH DIST

CHEMIST II

DIST GLBL SRCG CHEM TECH SVCS

701132

US D Srcing Tech Ch

USA

297864

D’AUTORIO

LOUIS V

US-NJ-CARTERET

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG EAST CARTERET

700110

US D Carteret Whse E

USA

298103

ARMBRUSTER

JAMES K

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

Canada

298126

Foucault

Eric

CA-MONTREAL

“European Employee”

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MONTREAL

700018

CA D Montreal - Whse

USA

298333

LEIKAM

SCOTT A

US-NC-CHARLOTTE (SC)

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

298408

DEGRADO

JAMES D

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

298433

MADDEN

CARL R

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT SENIOR

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

Canada

298435

Irvine

Robert

CA-WINNIPEG NON FAC LOC

ADC-ASH DIST

TERRITORIAL MANAGER

DIST SALES COMPOSITES EAST CANADA

700082

CA D Cntl Comp-Sell

200

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

Canada

298675

Bisaillon

Robert

CA-MONTREAL

“European Employee”

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MONTREAL

700017

CA D Montreal-Del

USA

298959

KROLIKOWSKI

LORI A

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH PLAS ORDER

701263

US D Plastic Purch

USA

298970

Babcock

William

US-CA-CARSON

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

299055

HOCH

DAVID W

US-ME-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES COMPOSITES NE

701323

DM US COMP NE

USA

299149

PETRY-BAILEY

SANDRA S

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC PLS/CP PLAS MW2

992726

AD Cust Svc-Plastics

USA

299153

RIMER

DARCEY C

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE IV

SC OTC NA DUBLIN DC CHEM W/SW

992725

AD Cust Svc-Chem

USA

299155

METCALF

ALICE J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE SENIOR

SC OTC NA DUBLIN DC PLS/CP PLAS MW1

992726

AD Cust Svc-Plastics

USA

299156

HOODLET

ANGELA M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE LEAD

SC OTC NA DUBLIN DC CHEM SE

992725

AD Cust Svc-Chem

USA

299158

Hannewald

Julie L

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT SPECIALIST

SC GLOBAL PLANNING

700683

US D Sourcing Chem’s

USA

299187

QUINTON

FREDERICK J

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DISPATCHER A

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

299281

GILBERT

DAVID M

US-OH-DUBLIN-DA

ASC-ASH SUP CHN

SUPPLY CHAIN STRATEGEST

SC GLOBAL LOGISTICS FACILITY NETWORK

991172

Logistics

Schedule 1.1(b) Employee

USA

299429

Wentzel

Nancy L

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP COMPOSITES

700688

US D Srcing Bus Met

USA

299624

WOLLET

MICHAEL V

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES COMPOSITES OH VALLEY

701338

DM US COMP OV

USA

299728

DOWNING

STEVEN M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP PLAS MW2

992726

AD Cust Svc-Plastics

USA

299749

ONTKO

RICHARD M

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM OV/NE CLEVELAND

701374

DM US CHEM N OH/PA

USA

299891

ROBERTS

ERIC R

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

REPLENISHMENT PLANNER SENIOR

SC GLOBAL PLANNING AD I

992076

AD Network Planning

USA

300576

BODER

RICHARD D

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH CHEMICALS

701261

US D Chem Purch

USA

300577

STANKO

MARGARET A

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC CHEM NE

992725

AD Cust Svc-Chem

201

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

300601

CALLAHAN

JOSEPH G

US-CA-FAIRFIELD

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

300789

HARAK

JEFFREY A

US-PA-MORRISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

300830

Flynn

Deena M

US-MO-SAINT LOUIS (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR SENIOR

SC PTD LOG MW ST LOUIS

700480

US D St.LS-1st St De

USA

300941

NIGHTWINE

TIMOTHY J

US-TN-KNOXVILLE (SC)

ASCW-WHSE

FACILITY MANAGER I

SC PTD LOG EAST KNOXVILLE

700235

US D Knoxville Whse

USA

300942

TRALEWSKI

JAMES W

US-PA-MORRISVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST MORRISVILLE

700118

US D Morrisville Whs

USA

300967

HEREFORD

DAVID A

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP CHEMICALS

700688

US D Srcing Bus Met

USA

302460

SMITH

ELIZABETH M

US-IL-WILLOW SPRINGS

ASCW-WHSE

INVENTORY CONTROL COORDINATOR LEAD

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

302599

NELSON

LESLEY K

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP CHEMICALS

700688

US D Srcing Bus Met

USA

302694

SUMNEY

TODD E

US-OH-TWINSBURG (SC-1610)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

302920

RAVER

FRANK W

US-OH-COLUMBUS (SC-3849)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG OV COLUMBUS

700354

US D Fisher RD Whse

USA

302923

HARRIS

JENNIFER F

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT A

DIST GLBL SRCG BUS SUP PRCH CHEM ORDER

701261

US D Chem Purch

USA

303813

ESTEP

LINDA K

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

303842

KIENLE

WILLIAM J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP PLAS EAST

992726

AD Cust Svc-Plastics

USA

303853

MCGUIRE

SANDRA J

US-OH-GROVE CITY (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

304220

ROARK

PATTY L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT ASSISTANT A

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

304368

LEAL

MISAEL A

US-CA-FAIRFIELD

ASCW-WHSE

DRIVER

SC PTD LOG WEST FAIRFIELD

700639

US D Fairfield Whse

USA

304420

SEESE

WILLIAM JEFF

US-DUBLIN - DA2

AI

HUMAN RESOURCES MANAGER

HUMAN RESOURCES

#N/A

#N/A

Schedule 1.1(b) Employee

USA

304470

MALDONADO

JOSE

US-FL-TAMPA

ASCW-WHSE

WAREHOUSE LEAD

SC PTD LOG SE TAMPA

700251

US D Tampa Whse Exp

USA

304647

NICHOLAS

LESLIE AARON

US-GA-DORAVILLE

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

202

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

304669

SCOTT

JENNIFER L

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE II

SC OTC CREDIT DISTRIBUTION PLASTICS/COMP

992039

ADC Credit East

USA

304763

MCGEAGH

KIERAN A

US-TX-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS CORP ACCTS

701353

DM US ES SW

USA

304775

DILLON

MARIA

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER II

DIST SALES PLASTICS CORP ACCTS

700690

USD Corp Acct Plstcs

USA

304787

WATSON

JASON B

US-TX-HOUSTON

ADC-ASH DIST

MANAGER SALES II

DIST SALES CHEM SE/SW DALLAS

700683

US D Sourcing Chem’s

Canada

305242

Milner

Robert

CA-MISSISSAUGA SOUTH

ASCW-WHSE

Material Handler

SC PTD LOG CANADA MISSISSAUGA SO NIGHT

700056

CA D Miss S-Whse

Canada

305256

Passmore

Robert

CA-MISSISSAUGA EAST

ASCW-WHSE

Plant Supervisor

SC PTD LOG CANADA MISSISSAUGA SO DAY

700056

CA D Miss S-Whse

USA

306037

MORRISON

BRENT M

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT III

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

306060

SHIELDS

MATT

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS UPPER MW

701339

DM US ES OHIO VALLEY

USA

306121

KOOGLER

KIMBERLEA D

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE I

SC OTC NA DUBLIN DC PLS/CP CP NORTH

992727

AD Cust Svc-Composit

USA

306127

CARRACHER

KEVIN P

US-OH-DUBLIN-DS

ADC-ASH DIST

ETP PRODUCT SPECIALIST

DISTRIBUTION MARKETING

700694

AD Marketing

USA

306177

DENCKER

MICHAEL R

US-CA-FONTANA

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG WEST FONTANA

700647

US D Fontana Whse Ex

USA

306295

HERNANDEZ

ARTURO A

US-CA-CARSON

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

Canada

306350

Da Silva

Emilio

CA-MISSISSAUGA NORTH

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA MISSISSAUGA NO DAY

701405

CA D Miss KTN -Deliv

USA

306368

MCCLOUD

ANGELA R

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT SENIOR

FIN SVCS CONTROLLER MGRL/BUDG DC CENTRAL

992036

ADC Controller

USA

306378

GRAHAM

DEANNA M

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC CHEM MW1

992725

AD Cust Svc-Chem

USA

306432

BERRY

DAVID

US-TN-KNOXVILLE (SC)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG EAST KNOXVILLE

700235

US D Knoxville Whse

USA

306446

NIST

ROBERT W

US-TN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES PLASTICS WEST DALLAS

701351

DM US PLAS SOUTHWEST

USA

306449

LINDENBAUM

GAIL L

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP PLASTICS

700688

US D Srcing Bus Met

203

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

306540

HAYES

JUSTYN M

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT III

FIN SVCS CONTROLLER MGRL/BUDG DC WEST

992036

ADC Controller

USA

306906

HOGAN

MATTHEW J

US-TX-GARLAND

ASCW-WHSE

FACILITY MANAGER IV

SC PTD LOG WEST GARLAND

700568

US D Garland Whse Ex

USA

310136

MCCARTHY

JAMES ROBERT

US-KS-KANSAS CITY

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG MW KANSAS CITY

700521

US D KC SpkrRd Whse

USA

310150

GUZMAN

PAUL

US-CO-DENVER

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST DENVER

700630

US D Denver Del Exp

USA

310605

SUTANDAR

DANIEL J

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP PLASTICS

700688

US D Srcing Bus Met

USA

310644

GRAVITT

RALPH L

US-GA-DORAVILLE

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

310733

HALDERMAN

JASON M

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

INSIDE TECHNICAL SERVICE REPRESENTATIVE

DIST GLBL SRCG PLASTICS ETP

701131

US D Srcing Tech Pl

USA

310807

RIVERA

DIEGO F

US-IL-WILLOW SPRINGS

ASCW-WHSE

FACILITY SUPERVISOR II

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

310872

LACHHMAN

KAMPTA P

US-GA-DORAVILLE

ASCW-WHSE

LAB TECH A

SC PTD LOG SE DORAVILLE

700227

US D Atlanta Whse Ex

USA

310921

MALONE

MICHAEL P

US-MN-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W MINNEAPOLIS

701341

DM US CHEM UPPER MW

USA

311358

WEEKLEY

JASON

US-CA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

311521

PARSONS

WARD C

US-OH-DUBLIN-DS

CORP-CORPORATE

ACCOUNTANT I

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

312030

RUH

TWILA R

US-OH-GROVE CITY (SC)

ASCW-WHSE

INVENTORY CONTROL COORDINATOR B

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

312087

BINGHAM

KEVIN LARRY

US-MI-WARREN

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER I

DIST SALES PLASTICS CORP ACCTS AUTO

700695

US D Corp Accts Auto

USA

312172

TOLLEFSON

JOANNE MARIE

US-WA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST SAN FRAN

701357

DM US PLAS NORTHWEST

USA

312193

MCCARTHY

JASON C

US-AL-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES COMPOSITES SW

701352

DM US COMP SW

USA

312194

STYERS

SCOTT

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES ENV SVCS UPPER MW

701339

DM US ES OHIO VALLEY

USA

312197

SWITZER

ADAM L

US-KS-NON-FACILITY LOCATION

ADC-ASH DIST

MANAGER SALES I

DIST SALES PLASTICS WEST ST LOUIS

701345

DM US PLAS MISSOURI

USA

312688

TRAYNOR

TERRY L

US-CO-DENVER

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

312936

HAUGHT GURNEY

PENNY L

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT SENIOR

DIST GLBL SRCG BUS SUP PRCH PLAS ORDER

701263

US D Plastic Purch

204

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

312955

WARNER

REGINA N

US-OH-DUBLIN-DA

ADC-ASH DIST

Procurement Assistant B

SC STP A/P CONS MKTS

701263

US D Plastic Purch

USA

314006

MARCZESKY

JAMES

US-SC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES CHEM SE/SW CAROLINAS

701328

DM US CHEM CAROLINAS

USA

314077

HUPP

MICHAEL R

US-OH-TWINSBURG (SC-1842)

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG OV TWINSBURG

700418

US D Twins.-Ent. Whs

USA

314085

BLOOMFIELD

SUSAN M

US-OR-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM MW/W N CALIFORNIA

701355

DM US CHEM NORTHWEST

USA

314097

CENDEJAS

IRENE

US-CA-FAIRFIELD

ADC-ASH DIST

ENVIRONMENTAL SERVICES PROFILE ADMIN

DIST GLOBAL SRCG ENV CUSTOMER SERVICE

700687

US D Sourcing - ES

USA

314105

LORENSEN

KEITH D

US-AZ-CHANDLER

ASCW-WHSE

DRIVER/MATERIAL HANDLER

SC PTD LOG WEST CHANDLER

700615

US D Chandler Whse E

USA

314117

LAZARUS

JOHN F

US-NJ-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES ENV SVCS NE

701324

DM US ES NE

USA

314126

DIERZEN

DAVID M

US-IL-WILLOW SPRINGS

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

314158

MCDONNELL

JOHN E

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

TECHNICAL SERVICE REPRESENTATIVE IV

DIST SALES PLASTICS EAST SE CAROLINAS

700178

US DistSERegSub1 Sel

USA

314183

KUHN

NATALIE A

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT SPECIALIST II

DIST GLBL SRCG PLASTICS OLEFINS

700681

US D Sourcing Plstcs

USA

314319

BABOUL-SPARKS

MARY J

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

REGIONAL BUSINESS ASSISTANT SENIOR

SC OTC NA DUBLIN DC CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

314392

CERMAK

CRAIG RICHARD

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT A

DIST GLBL SRCG BUS SUP PRCH CHEM DIST

701261

US D Chem Purch

USA

314393

ELSASSER

JAMES R

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ANALYST

DIST GLBL SRCG BUS SUP PRCH PLASTICS

701263

US D Plastic Purch

USA

314395

POHLMAN

SARAH MARIE

US-NC-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES CHEM SE/SW CAROLINAS

701328

DM US CHEM CAROLINAS

USA

314401

SMITH

DEBORAH ANN

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CREDIT REPRESENTATIVE SENIOR

SC OTC CREDIT DISTRIBUTION CHEM

992040

ADC Credit West

USA

314407

WILSON

PILITA LYN

US-OH-DUBLIN-DS

ADC-ASH DIST

BUSINESS SUPPORT ANALYST

DIST GLBL SRCG BUS SUP CHEMICALS

700688

US D Srcing Bus Met

USA

314588

CASTRO

BERNADETTE V

US-CA-CARSON

ASCW-WHSE

INVENTORY CONTROL COORDINATOR A

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

314605

REDMAN

KRISTIN L

US-OH-NON-FACILITY LOCATION

ADC-ASH DIST

STRATEGIC ACCOUNT MANAGER I

DIST SALES CHEM CORP ACCTS

700691

USD Corp Acct Chem W

USA

314611

PETROVIA

DAWN E

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC CHEM CORP ACCTS

992725

AD Cust Svc-Chem

205

Country

Personnel No.

Last Name

First Name

Personnel Area

Schedule 7.5(b) European Employees

Personnel Subarea

Position

Organizational Unit

COST CENTER AS OF 3-15-11

COST CENTER TEXT AS OF 3-15-11

Schedule 1.1(b) “Employees”

COMMENT

USA

314740

BEAVER

TIFFANY T

US-OH-DUBLIN-DA

CORP-CORPORATE

ACCOUNTANT I

FIN SVCS CONTROLLER MGRL/BUDG DC EAST

992036

ADC Controller

USA

314902

FERRARAZZO

NESTOR

US-CA-FONTANA

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG WEST FONTANA

700647

US D Fontana Whse Ex

USA

314992

HARK

RUTH E

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC PLS/CP PLAS MW1

992726

AD Cust Svc-Plastics

USA

316747

HUGHES

MANDY LYNN

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

CUSTOMER SERVICE REPRESENTATIVE II

SC OTC NA DUBLIN DC ENV SVCS BILLING

992728

AD Cust Svc-ES

USA

316782

POWERS

MICHELLE L

US-NC-CHARLOTTE (SC)

ASCW-WHSE

DISPATCHER A

SC PTD LOG EAST CHARLOTTE

700188

US D Charlotte Whse

USA

316848

WILCOX

CHRISTOPHER

US-IL-WILLOW SPRINGS

ASCW-WHSE

MAINTENANCE PERSON

SC PTD LOG MW WILLOW SPRINGS

700465

US D WillSpgs Whse

USA

318137

LI

SHENGJIE

US-OH-DUBLIN-DS

ADC-ASH DIST

PRODUCT MANAGER I

DIST GLBL SRCG COMPOSITES

700686

US D Sourcing Comp

USA

318301

BUSH

SHAWNA L

US-OH-DUBLIN-DS

ADC-ASH DIST

PRICING COORDINATOR

DIST GLBL SRCG CHEM COMMODITIES

700685

USD Srcing Chem RPM

USA

318343

RANNEY

JOSEPH ANTHONY

US-OH-DUBLIN-DS

ADC-ASH DIST

PROCUREMENT ASSISTANT A

DIST GLBL SRCG BUS SUP PRCH CMP PRCMNT

701265

US D Comp Purch

USA

318675

HELMS

WILLIAM J

US-OH-COLUMBUS (SC-3849)

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG OV COLUMBUS

700354

US D Fisher RD Whse

Canada

318752

McClary

Marielle

CA-MISSISSAUGA WEST

ASC-ASH SUP CHN

Customer Service Manager

SC OTC NA MISSISSAUGA

990386

OTC - Canada Central

Schedule 1.1(b) Employee

USA

318787

MCWILLIAMS

JAMES A

US-OH-DUBLIN-DS

ADC-ASH DIST

SALES ACCOUNT MANAGER III

DIST SALES CHEM OV/NE DUBLIN

701333

DM US CHEM N OHIO

Canada

318861

Towell

Trevor

CA-RICHMOND

ASCW-WHSE

Driver/Material Handler

SC PTD LOG CANADA RICHMOND

700065

CA D Vancouver - Del

USA

320167

UNDERWOOD

MICHAEL J

US-WA-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER IV

DIST SALES PLASTICS WEST SAN FRAN

701357

DM US PLAS NORTHWEST

USA

320196

CSAKI

DEBORAH SUE

US-OH-DUBLIN-DS

ASC-ASH SUP CHN

GLOBAL TRADE PROCESSOR A

SC OTC GTM EXPORT AD/APM AD OCEAN/AIR

992007

Global Trade Mgmt

Schedule 1.1(b) Employee

USA

320459

CONTI

GREG J

US-OH-GROVE CITY (SC)

ASCW-WHSE

WAREHOUSEPERSON

SC PTD LOG OV GROVE CITY

700370

US D Grove City Whse

USA

320664

BARRIENTOS

WILFREDO

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON

700607

US D Carson Whse Exp

USA

320791

SAUL

STEPHEN A

US-MO-NON-FACILITY LOCATION

ADC-ASH DIST

SALES ACCOUNT MANAGER II

DIST SALES COMPOSITES UPPER MW

701346

DM US COMP UPPER MW

USA

321228

Pacheco

Manuel

US-CA-CARSON

ASCW-WHSE

MATERIAL HANDLER

SC PTD LOG WEST CARSON/FONTANA

700607

US D Carson Whse Exp

Canada

322001