Exhibit 4
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made this 14th day of August, 1996, by and between QUANTUM
CHEMICAL CORPORATION, a Virginia corporation having its principal offices at
00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 ("Quantum"), and FIX-CORP
INTERNATIONAL, INC., an Ohio Corporation, having its principal offices at 00000
Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 ("Buyer");
WITNESSETH:
WHEREAS, Quantum owns and has operated facilities at
Heath, Ohio, for the recycling of post consumer
polyethylene and other plastic resins; and,
WHEREAS, Quantum desires to sell such facilities and
portions of its post-consumer recycling business
associated therewith to Buyer; and
WHEREAS, Buyer desires to purchase such facilities and
portions of the post-consumer recycling from Quantum
upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements set forth in this
Agreement, the parties hereto do hereby agree as follows:
1. ASSETS TO BE ACQUIRED. Subject to the terms and conditions set
forth in this Agreement, at Closing (as later defined) Quantum agrees to sell,
convey, transfer, assign and deliver to Buyer and Buyer agrees to purchase and
accept, as hereinafter provided, the following assets, rights and property (i)
constituting Quantum's Resource Recovery plant at Heath. Ohio and (ii) relating
to portions of Quantum's post-consumer plastic recycling business (collectively
referred to as the "Assets").
1.01. A parcel of land and all buildings and improvements upon it (the
"Premises") as described more full described in Schedule 1.01A, subject to the
reservations, easements, and
exceptions set forth in Schedule 1.01B and the existing or potential claims,
litigation, suits, charges, actions, governmental investigations or other
proceedings set forth in Schedule 5.08.
1.02. Personal property consisting of two parallel plastics recycling
lines (known as Line 7 and Line 8) composed of three primary processing areas
(dry processing, wet processing and finishing); bulk blending; truck scale;
office and shipping facilities; and other machinery and equipment. A listing of
the machinery and equipment for Line 7 and Line 8, plant support and obsolete
machinery and equipment to be sold and purchased is set forth in Schedule 1.02A.
Those assets attributable to that portion of Quantum's post consumer plastics
recycling business which is to be acquired by Buyer are set forth in Schedule
1.02B. Notwithstanding those items set forth on Schedule 1.02A, it is the
intention of the parties that all personal property, fixtures, equipment and
improvements located in the facility as of August 12, 1996 shall be included in
the personal property being sold to Buyer as set forth in Schedule 1.02A and
1.02B.
1.03. Buyer shall not purchase or acquire from Quantum pursuant to this
Agreement:
(a) Quantum's accounts receivable or notes receivable attributable to
Quantum's post-consumer plastics recycling business;
(b) Any of Quantum's covered xxxxxx rail cars and vehicles not listed in
Schedule 1.02A;
(c) Any trade name of Quantum or any right to use any trade name of
Quantum;
(d) Any trademarks of Quantum or any right to use any trademarks of
Quantum;
(e) Any portion of Quantum's post consumer plastics recycling business
not set forth in Schedule 1.02B;
(C) Any finished goods inventories not located upon the Premises at
Closing;
(g) Any office equipment (including, but not limited to, personal
computers, Telephones and copy machines) located upon the Premises
at Closing and covered under master leases held by Quantum or owned
by Quantum which is not listed in Schedule 1.02A; and,
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(h) Any records or documents related to the operation of the Assets
which are not located on the Premises at Closing.
2. PURCHASE PRICE. Buyer shall pay to Quantum for the Assets a total
purchase price of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000.00)
(the "Purchase Price").
2.01. The parties have agreed to allocate the purchase price among the
Assets on the basis set forth in Schedule 2.01.
2.02. The Purchase Price shall be paid as follows:
(a) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) to be paid upon the
signing of this Agreement and to be held and administered in
accordance with the terms and conditions of this Agreement;
(b) THREE MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS ($3,150,000.00) to
be paid at Closing;
2.03. The payment specified in Sections 2.02(a) shall be allocated as
follows:
(a) FIFTY THOUSAND DOLLARS ($50,000.00) shall be deemed to be a
non-refundable deposit, subject only to Section 2.03(c), required by
Quantum in order to remove sale of the facility from the market
pending the Closing of this transaction.
(b) TWO HUNDRED THOUSAND DOLLARS ($200,000.00) to be held in trust by
Quantum's attorney subject to release of Buyer's contingencies.
(c) In addition to the other terms and conditions set forth in this
agreement, the deposits referred to Section 2.03(a) and (b) above
shall be refunded to Buyer if Quantum fails to perform any of the
terms or provisions of this agreement and/or any representation of
Quantum as set forth in this agreement is not true or accurate.
3. CLOSING.
3.01. The consummation of the sale and acquisition of the Assets pursuant
to this Agreement ("Closing") shall take place at the offices of Quantum at
00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx, during normal banking hours, Eastern
Standard Time, at a mutually convenient
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and agreeable date and as soon as practical after Buyer has been satisfied with
respect to or has waived the due diligence contingencies set forth in Section
9.04, but in no event later than sixty-six (66) days after the execution of this
Agreement. In the event the transaction does not close within said sixty-six
(66) day period, subject to the conditions precedent set forth in this
Agreement, this Agreement shall terminate in accordance with Section 11.03 or
any other provision dealing with termination based up failure to release
contingencies.
3.02. At Closing Quantum will deliver to Buyer a general warranty deed in
the form of Exhibit A to this Agreement for the Plant, a xxxx of sale in the
form of Exhibit B to this Agreement for the remainder of the Assets and such
other documents as specified in Section 9 of this Agreement or as mutually
agreed by the parties or as reasonably required by Buyer.
3.03. At Closing Buyer will deliver to Quantum all documents to be
delivered by Buyer to Quantum pursuant to Article 10 of this Agreement.
3.04. All documents to be delivered at Closing by either party to the
other shall have been reviewed and approved by the parties and their respective
legal counsel prior to Closing and as a condition precedent to Closing, subject
to the sixty-six day limit for Closing in Section 3.01.
4. TAXES. ASSESSMENTS. UTILITIES. TRANSFER TAXES AND FEES
4.01. Real estate and personal property taxes ("Tax" or "Taxes") imposed
upon the Assets for tax year 1995 have been or will be paid by Quantum. Quantum
shall give to Buyer at Closing a credit to the Purchase Price sufficient for
that portion of the 1996 Taxes representing Quantum's proportionate ownership of
the Plant during tax year 1996.
4.02. Any other similar ad valorem tax, tax or any special assessment
imposed on the real or personal property of the Plant shall be prorated between
Quantum and Buyer on the basis of the portion of the assessment period falling
before and after Closing, respectively.
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4.03. The parties shall make all reasonable efforts to change the billing
for water, electricity, sewer, telephone and other utilities from Quantum to
Buyer as of the date of Closing. All charges for water, electricity, sewage,
telephone and other utilities for the billing period encompassing Closing shall
be prorated between Buyer and Quantum as of Closing.
4.04. Any payments by either party to the other pursuant to Sections 4.02
and 4.03, or the prorations therein prescribed, shall be made within ten (10)
business days after receipt of invoices from the payee.
4.05. Buyer will pay or reimburse Quantum for all taxes, fees or other
charges payable to any federal, state or local governmental entity, except taxes
on or measured by the net income of either party or taxes imposed upon Quantum
as a result of any gain on this transaction, as a result of the sale or transfer
of the assets and business pursuant to this Agreement or any documents executed,
filed or recorded in connection with this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF QUANTUM
Quantum represents and warrants as follows:
5.01. Quantum is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Virginia and is qualified
and in good standing as a foreign corporation in the State of Ohio.
5.02. Quantum has full corporate power and authority to make and perform
this Agreement and to transfer and vest in Buyer title to all of the Assets.
5.03. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement by Quantum have
been or will have been, prior to Closing, duly authorized by all requisite
corporate action.
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5.04. The execution of this Agreement by Quantum and the performance of
its obligations under this Agreement will not violate any contract, mortgage,
indenture or similar agreement or restriction to which Quantum is a party or
constitute a default under any collective bargaining agreement or other
agreement to which Quantum is a party and which pertains to the Plant.
5.05. Quantum has and will convey to Buyer fee simple title to all of
the real estate and appurtenances set forth in Schedule 1.01 A free and clear
of all liens, encumbrances or other charges, except as disclosed in Schedule
1.01B with possession of the Premises and Assets to take place immediately
after Closing.
5.06. Quantum is the sole and exclusive title owner of all the personal
and other tangible property to be transferred to Buyer as set forth in Schedule
1.02A and Schedule 1.02B. Quantum shall transfer such assets to Buyer in the
same condition they were in on June 5, 1996, ordinary wear and tear excepted,
free and clear of all liens, encumbrances and/or claims by any other person or
entity except those listed on Schedule 5.08.
5.07. Quantum's facility is in compliance in all material respects with
all laws, regulations, ordinances, decrees and orders relating to health and
environmental controls, including but not limited to sprinkler system and
pollution control equipment relating to health and environmental controls.
5.08. Except with respect to the matters listed in Schedule 5.08 or to
which Quantum has given or shall give notice to Buyer in writing, there are (a)
no litigation, suits, charges, actions, findings, governmental investigations,
reports or orders or other proceedings of any kind or nature threatened or
pending against Quantum which would materially effect Quantum's right to convey
the real and personal property required by this Agreement. (Such governmental
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investigations and reports as referred to above shall include the Department of
Labor, OSHA and any EPA agency; the plant, facility and assets are not subject
to any contract or agreement with any labor union, organization or collective
bargaining agreement which would be subject to of materially effect transfer of
the assets as contemplated by this agreement; that none of the restrictions and
matters set forth in Schedule 1.01B, materially affect the use and operation of
the facility and assets), and (b) no administrative or judicial proceedings
arising under any federal, state or local law or provision relating to the
regulation of the discharge of materials into the environment or otherwise
relating to the protection of health and environment, whether initiated by a
third party or by Quantum, pending or, to the knowledge, information and belief
of Quantum, threatened against or relating to or involving the Premises or
Assets or the business to be sold to Buyer pursuant to this Agreement, or the
transaction contemplated by this Agreement.
5.09 EXCEPT AS OTHERWISE PROVIDED HEREIN, THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES THAT APPLY TO THE TRANSACTIONS CONTEMPLATED HEREIN AND QUANTUM
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
5.10 That the plant, facility and assets are not subject to any contract
or agreement with any labor union, organization or collective bargaining
agreement.
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5.11 That the plant, facility and assets are not subject to any employee
or employment contracts, employment benefit or retirement programs of any kind
or nature as such relate to this Agreement.
5.11A That Quantum's Resource Recovery plant located at Heath, Ohio when
shut down in October, 1995 was fully operational and would produce the goods
and/or products for which it was intended and which it has in the past produced
and sold and no modifications or changes to the equipment, plant and facility
have been made since October, 1995 which, to the best of Quantum's knowledge,
would prevent the facility from starting up and becoming operational. Further
that operation of the facility in its current condition which is consistent with
its operation in October, 1995 will not violate any Environmental statute,
regulation or order. Any previous additions or modifications to the plant and
facility by 3DM are not being warranted by Quantum as to their environmental
qualifications or acceptability.
5.12 All inventories, buildings, and fixed assets owned or leased by
Quantum located at the facility in Heath, Ohio are and will be adequately
insured against fire to the closing date and valid policies therefore are and
will be outstanding and duly in force and the premiums will be paid prior to the
closing date.
5.13 That Quantum will make available after Closing for a period of one
(1) year as time permits and with reasonable notice from Buyer, personnel to
consult with Buyer and to assist Buyer in re-starting the plant and equipment to
the extent that Quantum employs such personnel. Quantum will also make available
to Buyer any and all records, manuals, permits, drawings, blueprints,
specifications, etc. which deal with equipment specifications and operation,
overall operation of the facility and building layout, design and construction.
During the period of time from the Closing until 90 days thereafter, Buyer will
not be charged by Quantum for any expenses
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incurred by Quantum in sending its personnel to the facility to assist and
consult with the Buyer. Thereafter, Buyer will be responsible for paying Quantum
for expenses incurred by Quantum's personnel in travel to and from the facility.
6. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants as follows:
6.01. Buyer is a corporation duly organized and validly existing under the
laws of the State of Ohio and is in good standing therewith.
6.02 Buyer has full corporate power and authority to make and perform
this Agreement and to acquire title to the Assets Buyer is purchasing under this
Agreement.
6.03. The execution, delivery and performance of this Agreement and the
documents contemplated by this Agreement due from Buyer at Closing have been or
will have been, prior to Closing, duly authorized by all requisite corporate
action.
6.04. Buyer will complete its due diligence (including, but not limited
to, physical inspection of the Premises, the personal property and machinery and
equipment) prior to Closing based upon the fact that Buyer is not fully aware of
the condition of the Premises and machinery and equipment, and does not have
sufficient knowledge and awareness of any potential claims which it may need to
assume or resolve.
7. SURVIVAL OF REPRESENTATIONS
The representations and warranties of Quantum and Buyer contained in this
Agreement shall survive Closing in accordance with the applicable statutes of
limitations.
8. COVENANTS AND AGREEMENTS
8.01. Except as provided elsewhere in this Agreement, Buyer shall assume
no liabilities of Quantum including, without limiting the foregoing, any
accounts payable relating to the
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Premises, the Assets and the portions of the business to be acquired or any
liability of Quantum arising from acts or events occurring prior to Closing.
8.02. Except as provided elsewhere in this Agreement, Quantum agrees to
defend, indemnify and hold harmless Buyer, its officers, directors and employees
against and in respect of any and all claims, losses, costs, expenses,
obligations and liabilities (including without limiting the foregoing, and
subject to the provisions of Section 8.05, below, costs and expenses of
litigation and reasonable attorneys' fees) to the extent they arise or result
from or relate to (i) any breach by Quantum of any of its representations,
warranties, guarantees, agreements, commitments or covenants in this Agreement,
(ii) the operations at or upon the Premises and Quantum's plastics recycling
business prior to Closing which shall include, but not be limited to, any
liability arising out of or associated with any product, goods or processes
sold, delivered or distributed by Quantum, or (iii) any obligation, debt or
liability which Quantum shall have agreed to pay, perform or discharge pursuant
to this Agreement and/or any undisclosed debt, liability or obligation which
occurred, arose or accrued prior to Closing. This Section 8.02 shall not apply
to nor include any and all claims, losses, costs, expenses, obligations and
liabilities related to environmental damage, contamination, pollution, toxic or
hazardous chemicals which claims, losses, costs, expenses, obligations and
liabilities are the subject matter of a separate environmental indemnification
agreement between the parties in the form of Exhibit C to this Agreement.
8.03. Buyer agrees to and does hereby indemnify, defend and hold Quantum,
its officers, directors and employees harmless against and in respect of any and
all claims, losses, costs, expenses, obligations and liabilities (including
without limiting the foregoing, and subject to the provisions of Section 8.05
hereof, costs and expenses of litigation and reasonable attorneys' fees)
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to the extent they arise or result from or relate to (i) any breach by Buyer of
any of its representations, warranties, guarantees, commitments or covenants in
this Agreement, (ii) the operations at or upon the Premises and Buyer's plastics
recycling business on and after Closing to the extent unrelated to the items set
forth in Section 8.02(iii) above, or (iii) any obligation, debt or liability
which Buyer shall have agreed to pay, perform or discharge pursuant to this
Agreement. This Section 8.02 shall not apply to nor include any and all claims,
losses, costs, expenses, obligations and liabilities related to environmental
damage, contamination, pollution, toxic or hazardous chemicals which claims,
losses, costs, expenses, obligations and liabilities are the subject matter of a
separate environmental indemnification agreement between the parties in the form
of Exhibit C to this Agreement.
8.04. The indemnification provided for in Sections 8.02 and 8.03 shall
include any and all claims of liability of any type or nature against the
Indemnitee (as this term is defined in Section 8.05, below), except for claims
of gross negligence or willful misconduct against the Indemnitee.
8.05. With respect to any claim for which indemnification is sought
pursuant to this Agreement, the party seeking indemnification ("Indemnitee")
shall promptly after knowledge of such claim, notify in writing the party from
whom indemnification is sought or is owed ("Indemnitor"), in as much detail as
is feasible, of the existence and nature of the claim. At its sole cost and
expense, and with counsel of its choosing, Indemnitor shall defend against any
claim of a third party and shall pay any resulting settlements, judgments or
decrees. Indemnitee must have taken reasonable steps to mitigate any damages
resulting from any such third party claim. In its notice to the Indemnitor,
Indemnitee must grant to Indemnitor the full power, authority and right on
Indemnitee's behalf to control the defense or settlement of any such claim, so
long as
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Indemnitor diligently prosecutes the defense of the claim or suit. Indemnitor
shall keep Indemnitee informed at all times as to the status of the claim, and
Indemnitee may, at its own election and expense, participate in the defense of
any such claim. Should the Indemnitor, after the Indemnitee has fulfilled its
obligations under this Section, fail to defend or to prosecute diligently the
defense of any claim of a third party, the Indemnitee, without waiving any
rights against the Indemnitor, may defend or settle any such claim and shall be
entitled to recover from the Indemnitor the amount of any settlement or judgment
or decree and all costs and expenses, including, without limitation, reasonable
attorneys' fees. Each of the parties to this Agreement shall extend reasonable
cooperation to the other parties in connection with such defense or settlement.
The right of the Indemnitor to defend against any such claim shall be limited by
the right of an insurance company to defend against the claim if the claim
involves an insured risk.
8.06. After Closing Quantum shall give Buyer, its counsel, accountants,
engineers and other representatives access to the Assets' operational records,
including customer lists, which had been stored and/or were available prior to
Closing either at the adjacent compounding plant or off site of the Plant.
Access to such records shall be granted at reasonable times during the regular
daytime work hours of the facility or facilities in which the records and
documents are stored. Representatives of Buyer inspecting these records and
documents must upon request of Quantum execute confidentiality agreements and
must comply with the safety and security regulations of the facility in which
such inspections are made. Quantum shall have the right to have representatives
present at all times during such inspections. Buyer shall have the right to make
copies of such records and documents and shall reimburse Quantum for its costs
in making any such copies.
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8.07. Buyer recognizes that Quantum has shared operations and operating
systems between the Premises and the adjacent compounding plant. Buyer will
grant access to the Premises to Quantum, its employees, agents and contractors
for the purpose of utilizing, repairing, replacing, maintaining or disconnecting
shared operations and operating systems for which Quantum shall be financially
responsible. With respect to the shared operations or operating systems, Quantum
and Buyer agree that:
(a) Within twelve (12) months after Closing, Quantum shall disconnect
its adjacent compounding plant from the Premises' fire pump system
at Quantum's sole expense;
(b) Buyer shall grant to Quantum an easement, in the form of Exhibit D
to this Agreement, for the purpose of ingress and egress to and
utilization of the truck scale and the rail car unloading area;
(c) Quantum will maintain and repair the unloading ramps for the rail
car unloading area within the easement granted to it by Buyer at its
sole expense; and
(d) Buyer will maintain and repair the truck scale upon the Premises so
as to keep its operation in accordance with the standards of the
State of Ohio for certified scales at its sole expense.
8.08. Quantum shall lease to Buyer, in the form of Exhibit E to this
Agreement, sufficient linear footage for three (3) rail car spots on the
railroad spur located upon the premise of Quantum's adjacent compounding plant.
8.08A. This agreement is contingent upon Buyer's due diligence and
approval of Sections 8.07 and 8.08 above prior to Closing. Should Buyer after
completion of its due diligence find the provisions of Sections 8.07 and/or
8.08 to interfere with operation of the equipment, plant or facility or cause
excessive expense, the parties shall first endeavor to negotiate a resolution
thereof. If they cannot resolve their differences, then this agreement shall
terminate,
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Buyers full deposit shall be returned and each of the parties shall be released
from the terms and conditions of this agreement.
8.09. Without Quantum's prior approval, Buyer shall not accept any return
of products purchased by Quantum's post-consumer plastic resin customers from
Quantum. In the event any customer attempts to return product or notifies Buyer
that it intends to return product sold by Quantum, Buyer shall immediately
notify Quantum and shall inform Quantum of any reasons stated by a customer for
the return of product. Quantum shall then deal directly with the customer
concerning such return of product and any credits or refund associated therewith
and shall defend, save harmless and indemnify Buyer in regard to any matters
associated therewith.
8.10. Buyer shall not use "Quantum", "Quantum Chemical" or any other
similar name for the Premises or the business operated at the Premises which
might create the false or erroneous appearance or impression that the Premises
is owned or operated by Quantum after the Closing without specific written
consent from Quantum, although Buyer shall be entitled to retain as its own and
use the telephone number(s) which Quantum used during its ownership of the
facility.
8.11. Quantum agrees to immediately cease any further attempts to market,
sell or dispose of the Assets and/or Premises to, and to solicit offers for the
purchase or transfer of the Assets and/or Premises from, any prospective third
party purchasers or transferee unless or until this Agreement is terminated.
8.12. For the period between the execution of this Agreement and Closing,
Buyer shall have the right to limited, escorted access to the Premises in order
to complete its due diligence and/or to show the Premises and machinery and
equipment to lenders, investors and employees and to determine how to operate
the facility and Buyer's obligation pursuant to this agreement is
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contingent upon completion of such due diligence to Buyer's satisfaction prior
to Closing. In no event will Buyer be permitted to operate the machinery or
equipment without Quantum's written consent and without a representative of
Quantum present or to make improvements, modifications or repairs to the
Premises or the machinery and equipment prior to Closing without Quantum's
written consent. Buyer shall make prior arrangements with Quantum's designee for
access to the Premises.
9. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation
of Buyer to proceed with Closing are, at Buyer's option, subject to the
satisfaction, waiver or release of the following conditions on or before
Closing.
9.01. All of the representations and warranties made by Quantum in this
Agreement shall be true and correct as of the time of Closing.
9.02. Quantum shall have delivered to Buyer an opinion of Quantum's
counsel, dated as of Closing, to the effect that:
(a) Quantum is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Virginia and is
qualified and in good standing as a foreign corporation in the State
of Ohio.
(b) All proceedings required by law or by the provisions of this
Agreement or by Quantum's certificate of incorporation or by-laws,
or any other document binding upon Quantum, to be taken by Quantum
in connection with the due consummation of the transactions
contemplated by this Agreement have been duly and validly taken.
(c) Quantum has complete and unrestricted power to sell, convey,
transfer, assign and deliver to Buyer all of the assets to be sold
by Quantum to Buyer under this Agreement.
(d) The sale, conveyances, transfers, and deliveries under this
Agreement to Buyer are not in contravention of any applicable
federal, state or local law, or of any contract, indenture or other
instrument or document to which Quantum is a party or is bound.
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9.03. The Assets and the intended use thereof are not or have not been
adversely affected in a material way by a casualty or other event, whether
insured or uninsured, between the date of this Agreement and Closing. If such a
casualty or other event occurs, Buyer shall have the option: (i) proceed with
Closing according to the terms of this Agreement, (ii) proceed with Closing
except that the Purchase Price shall be reduced by the dollar amount of the cost
of repair or replacement of the assets affected, providing the parties to this
Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in
which event the parties shall have no further obligation under this Agreement
and Buyer's entire deposit as set forth in Section 2.02(a) shall be immediately
returned to Buyer. Buyer may elect course (ii) and then select course (i) or
(iii) in the event the parties are unable to agree on the cost of repair or
replacement. For purposes of this Section 9.03 only, "adversely affected in a
material way" shall mean an estimated cost of $250,000.00 or more.
9.03A. Buyer makes a good faith effort to complete its financing of this
transaction by obtaining a firm commitment from its lender or lenders within
sixty-six (66) days after the date this Agreement is executed. If Buyer does not
obtain a firm commitment for financing satisfactory to Buyer or if this
financing contingency is not waived and/or released by Buyer in writing prior to
Closing, then all but $50,000.00 of Buyer's deposit as described in Section
2.02(a) shall be promptly returned to Buyer and the parties shall each be
released from further liability on this Agreement and Quantum shall be entitled
to retain $50,000.00 of Buyer's deposit free and clear of any claim by Buyer.
9.04 Buyer's obligation to Close this transaction is further contingent
upon Buyer's completion of its due diligence within twenty one (21) days after
execution of this Agreement by all parties and further that the results of the
Buyer's due diligence is satisfactory to Buyer. Such
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due diligence shall include but not be limited to the following: (a) Buyer
verifying and being satisfied that the assets being purchased are sufficient to
currently startup and operate the facility and are of the quality represented;
(b) Buyer being satisfied that Quantum's shutting down of the shared operation
as described in Section 8.05 and those matters described in Sections 8.07 and
8.08 above will not interfere with Buyer's operation of the facility or cause
Buyer to incur additional expenses associated with the shut down and/or the
operation of its facility thereafter; (c) Buyer being satisfied that the
facility as shut down and when started up and operated after the Closing is in
conformance with all Environmental laws, statutes, regulations and orders and
has not been notified of any violation in regards thereto and all equipment
located in the facility used to comply with Environmental laws, statutes,
regulations and orders is operating and in good order and repair; (d) Buyer
being satisfied that the plant and facility can be operated and will manufacture
the products as represented by Quantum; (e) Buyer being satisfied that it will
be able to obtain assistance from Quantum in putting the plant and facility back
into operation; and (f) review of Quantum's financials relating to this
transaction as described on Schedule 5.08A. This contingency must be released in
writing by notice from the Buyer to Quantum within Twenty one (21) days after
execution of this Agreement as provided above, otherwise should Buyer fail to
release this contingency in writing, each of the parties' obligations pursuant
to this Agreement shall terminate and each shall be released therefrom with
Buyer's payment/deposit as described in Section 2.02(a) being returned to Buyer
within five (5) days thereafter.
10. CONDITIONS PRECEDENT TO QUANTUM'S OBLIGATION TO CLOSE. The
obligation of Quantum to proceed with Closing are, at Quantum's option, subject
to the satisfaction, waiver or release of the following conditions on or before
Closing.
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10.01. Quantum have received the consideration to be paid at or before
Closing by Buyer to Quantum pursuant to Sections 2.02(a) and 2.02(b).
10.02. Buyer shall have delivered to Quantum an opinion of Buyer's counsel
dated as of Closing, to the effect that:
(a) Buyer is a corporation duly organized and validly existing under the
laws of the State of Ohio and in good standing therewith.
(b) All proceedings required by law or by the provisions of this
Agreement or by Buyer's articles of organization or operating
agreement, or any other document binding upon Buyer, to be taken by
Buyer in connection with the due consummation of the transactions
contemplated by this Agreement have been duly and validly taken.
(c) Buyer has complete and unrestricted power to purchase and accept all
of the assets sold by Quantum to Buyer under this Agreement and the
specific power and authority to execute the promissory note and
mortgage contemplated by this Agreement.
(d) That the purchase and receipt of the Assets from Quantum are not in
contravention of any applicable federal, state or local law, or of
any contract, indenture or other instrument or document to which
Buyer is a party or is bound.
11. MISCELLANEOUS.
11.01. BROKER'S. Quantum and Buyer each represents to the other that it has
not retained any broker or finder and that no fee, commission or other
compensation is payable to any broker or finder in connection with the
transactions contemplated by this Agreement as a result of each one's respective
actions.
11.02. PUBLICITY. Buyer agrees that it will make no public statements,
press releases or announcements regarding this transaction until Closing. Should
the Buyer breach this provision, then Quantum shall have the right, at its sole
discretion, to retain the payment made pursuant to Section 2.02(a) and to
terminate this Agreement without recourse by Buyer.
18
11.03. SURVIVAL OF TERMS. In the event this Agreement is terminated by
either party, Sections 8.02 (Quantum's Indemnification of Buyer), 8.03 (Buyer's
Indemnification of Quantum), 8.04 (Exceptions to Indemnification), 8.05 (Claims
for Indemnification) and 11.02 (Publicity) shall survive such termination and
shall be effective in accordance with their respective terms.
11.04. PARTIES. This Agreement shall inure to the benefit of and be binding
upon the parties to this Agreement and their respective successors and assigns.
11.05. ENTIRE AGREEMENT. This Agreement contains the full and complete
agreement between the parties with respect to the sale by Quantum and purchase
by Buyer of the assets which are the subject matter of this Agreement. This
Agreement may only be modified or amended by written instrument signed by both
parties.
11.06. NOTICES. All notices, requests, demands and other communications
either required or given under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of delivery in person to the officers
named below or three (3) days after mailing by certified or registered mail,
postage prepaid, return receipt requested to the following address:
IF TO QUANTUM: IF TO BUYER:
Quantum Chemical Company Fix-Corp International, Inc.
00000 Xxxxxxxxx Xxxxx 00000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attention: President Attention: President
or such other address or person as the parties may designate from time to time.
11.07. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio.
19
11.08. SCHEDULES AND EXHIBITS. All schedules and exhibits referred to in
this Agreement are incorporated into and made a part of this Agreement.
11.09. BULK SALES. Quantum and Buyer agree that the Uniform Commercial Code
and other statutes relating to the bulk sale or transfer of property are not
applicable to the transactions contemplated by this Agreement.
11.10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original. This Agreement and any
counterpart so executed shall be deemed to be one and the same instrument. It
shall not be necessary in making proof of this Agreement or any counterpart of
this Agreement to produce or account for any of the other counterparts.
11.11. INVALIDITY. In the event any provision is held invalid or
unenforceable, the Parties shall attempt to agree on a valid or enforceable
provision which shall be a reasonable substitute for such invalid or
unenforceable provision in light of the tenor of the Agreement and, on so
agreeing, shall incorporate such substitute provision into this Agreement.
11.12. EXPENSES. Except as the parties may otherwise agreed, the parties
shall bear their respective fees, costs and expenses in connection with the
transactions contemplated by this Agreement.
11.13. WAIVER. No waiver by any party, whether express or implied, of any
right under any provision of the Agreement shall constitute a waiver of such
party's right at any other time or a waiver of such party's rights under any
other provision of the Agreement unless it is made in writing and signed by the
President or a Vice President of the party waiving the condition. No failure by
any party to this Agreement to take any action with respect to any breach of the
Agreement or default by another party shall constitute a waiver of the former
party's right to
20
enforce any provision of the Agreement or to take action with respect to such
breach or default or any subsequent breach or default by such other party.
11.14. SECTION HEADINGS. The section and subsection headings in this
Agreement are for convenience of reference only.
11.15. LIQUIDATED DAMAGES. In the event Buyer fails to consummate the
transaction for any reason other than the failure of the contingencies set forth
in this Agreement, Quantum will be entitled to retain as liquidated damages, in
lieu of any other damages, liabilities, cost or expenses incurred by Quantum and
in complete satisfaction of the Buyer's liabilities to Quantum on account of
such failure or action, Buyer's payment in the amount of TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000.00) pursuant to Section 2.02(a).
11.16. TIME OF ESSENCE. The parties to this Agreement agree that time is of
the essence in the performance of duties and obligations required of or pursuant
to this Agreement.
11.17. RELEASE; TERMINATION. Upon execution of this Agreement, Quantum
hereby releases and discharges Buyer and Buyer's officers and directors from any
claims, demands or liabilities associated with Case No. A-96-2928 pending in the
Common Pleas Court of Xxxxxxxx County, Ohio. Furthermore, prior to the
completion of Closing, in the event that any legal action is commenced against
Buyer by any person or entity not a party to this transaction which has as a
basis for the claim alleged therein Buyer's proposed purchase of Quantum's
Heath, Ohio facility and/or any of the assets being set forth in this agreement,
then Buyer shall have the option of terminating this agreement and receiving an
immediate return of its payment/deposit made to Quantum as set forth in Section
2.02(a) above.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed by their authorized representatives as of the day
and year first set forth above.
21
QUANTUM CHEMICAL CORPORATION FIX-CORP INTERNATIONAL, INC.
[Signatures -See Page 24]
By: By:
---------------------------- -----------------------------
Attest: Attest:
----------------------- -------------------------
22
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to duly executed by their authorized representatives as of the day and
year first set forth above.
QUANTUM CHEMICAL CORPORATION FIX-CORP INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx, Pres/CEO
---------------------------- -----------------------------
Attest: Attest:
----------------------- -------------------------
23
SCHEDULE 1.01A
DESCRIPTION OF REAL PROPERTY
A single parcel situated in the State of Ohio, County of Licking and City of
Heath of 9.5 acres more or less being more fully bounded and described as
follows:
BEING IN T-1, X-00 XX XXX XXXXXX XXXXXX MILITARY LANDS, AND IN THE
MID-OHIO INDUSTRIAL PARK, ADDITION NO. 3, AS RECORDED IN PLAT BOOK
13, PAGE 51, IN THE LICKING COUNTY DEED RECORDS, AND BEING MORE FULLY
BOUNDED AND DESCRIBED AS FOLLOWS:
BEING ALL OF RESERVE "A", XXX 00 XXX XXX XXXXXXXXX XXXXXXX XX XXX 00;
BEGINNING IN THE WESTERLY RIGHT OF WAY LINE OF XXXXX PARKWAY, SAID
POINT BEING THE SOUTHEAST CORNER OF SAID LOT 41;
THENCE SOUTH 89 DEG. 25'37" WEST, ALONG THE SOUTH LINE OF LOT 41,
662.49 FEET TO THE SOUTHWEST CORNER LOT 41;
THENCE NORTH 0 DEG. 45 '14" WEST, ALONG THE EASTERLY LINE OF THE NEW
YORK CENTRAL RAILWAY COMPANY, 243.50 FEET, TO A POINT;
THENCE SOUTH 89 DEG. 25'37" EAST, PASSING THROUGH LOT 41, A DISTANCE
OF 663.41 FEET TO A POINT;
THENCE SOUTH 0 DEG. 31 '52" EAST, PASSING ALONG THE WESTERLY RIGHT OF
WAY LINE OF XXXXX PARKWAY, 243.50 FEET TO THE PLACE OF BEGINNING;
THE ABOVE 10.00 ACRE SURVEY INCLUDES 0.79 ACRES IN RESERVE "A", 5.504
ACRES IN XXX 00 XXX 0.000 XXXXX XX XXX 00.
SUBJECT TO ALL LEGAL HIGHWAYS, ALL LIMITATIONS OF ACCESS TO PUBLIC
ROADS OR HIGHWAYS, LEASES AND RIGHTS OF WAY, ZONING REGULATIONS,
EASEMENTS OF RECORD AND RESTRICTIVE COVENANTS.
THE ABOVE DESCRIPTION WAS PREPARED AS THE RESULT OF A SURVEY BY
XXXXXXX X. XXXXXXXXX, REGISTERED SURVEYOR NO. 5242, DATED JULY 6,
1989.
BEING PART OF THE SAME REAL ESTATE CONVEYED BY XXXXXXX X. XXXXXX, XX.
AND XXXXXXXX X. XXXXXX, HIS WIFE, TO MID-OHIO DEVELOPMENT CORPORATION
BY DEED DATED DECEMBER 3, 1971, AND RECORDED IN VOLUME 681, PAGE 608,
DEED RECORDS, LICKING COUNTY, OHIO.
THIS PROPERTY IS SUBJECT TO THE RESTRICTIVE COVENANTS FOR MID-OHIO
INDUSTRIAL PARK ADDITION NO. 3, FILED FOR RECORD WITH THE LICKING
COUNTY RECORDER ON JULY 30, 1976, IN VOLUME 750, PAGE 363, DEED
RECORDS, LICKING COUNTY, OHIO.
SCHEDULE 1.01B
DESCRIPTION OF RESERVATIONS, EASEMENTS, RESTRICTIONS AND EXCEPTIONS
TO REAL PROPERTY
RESERVATIONS, EASEMENTS, RESTRICTIONS AND EXCEPTIONS OF RECORD
1. Mid-Ohio Industrial Park No. 3 is subject to those restrictive covenants
filed for record on July 30, 1976 at 11:00 A.M., in Volume 750, page 363 of
the Deed Records, Licking County, Ohio.
2. Mid-Ohio Development Corporation gave to Ohio Power Company an easement by
instrument dated August 4, 1976, and recorded in Volume 751, page 462, Deed
Records, Licking County, Ohio.
3. Xxxxxxx X. Xxxxxx, Xx. and Xxxxxxxx X. Xxxxxx, his wife, gave to Ohio Power
Company an easement by instrument dated January 22, 1969, and recorded in
Volume 643, page 670, Deed Records, Licking County, Ohio.
4. Xxxxxxx X. Xxxxxxxx and Xxx X. Xxxxxxxx gave to the State of Ohio an
easement for highway purposes by instrument dated March 17, 1930, and
recorded in Volume 1, page 159 of the Highway Easement Records in the
Office of the Recorder of Licking County, Ohio.
5. Xxxxxx Xxxxxxxxx and Xxx Xxxxxxxxx, his wife, gave to the Ohio Power
Company an easement by instrument dated January 17, 1934, and recorded in
Volume 307, page 278, Deed Records, Licking County, Ohio.
6. Xxxxxxxx Xxxx, unmarried, gave to Columbus & Southern Ohio Electric Company
an easement by instrument dated May 9, 1957, and recorded in Volume 495,
page 376 of the Deed Records, Licking County, Ohio.
7. X.X. Xxxxxxxx gave to Newark Heat & Light Co. an easement by instrument
dated May 24, 1910 and recorded in Volume 57, page 297, Lease Records,
Licking County, Ohio.
8. X.X. Xxxxxxxx and Xxx X. Xxxxxxxx gave to The Hopewell Fuel & Gas Co. an
easement by instrument dated June 7, 1930, and recorded in Volume 58, page
274, Lease Records, Licking County, Ohio.
9. X.X. Xxxxxxxx and Xxx X. Xxxxxxxx gave to X.X. Xxxxxx & Co. an easement by
instrument dated July 22, 1930, and recorded in Volume 58, page 368, Lease
Records, Licking County, Ohio.
10. There is an affidavit filed by Quantum Chemical Corporation stating that it
is the direct successor to Northern Petrochemical Company, dated January
20, 1989, and recorded in Volume 254 page 26, Official Records, Licking
County, Ohio.
11. Mid-Ohio Industrial Park Addition No. 3 is recorded in Plat Book 13, page
51, et seq. in the office of the Recorder of Licking County, Ohio. This
property is subject to those restrictions, reservations and easements as
shown on the plat of said subdivision. Said plat calls for minimum setback
of 50 feet from Xxxxx Parkway unless local regulations require a greater
setback. Utilities are 10 feet in width along all rear and side lot lines.
No septic tanks shall be used in the addition. All sanitary effluent shall
be processed through sewage treatment plants meeting the approval of the
Health Department.
12. Mid-Ohio Development Corporation gave to the City of Heath an easement for
the construction, operation, maintenance, and repair of a water line by
instrument dated October 13, 1989 and recorded in Volume 295, page 174,
Official Records, Licking County, Ohio.
13. Mid-Ohio Development Corporation gave to the City of Heath an easement for
the construction, operation, maintenance, and repair of a water line by
instrument dated October 13, 1989 and recorded in Volume 295, page 180,
Official Records, Licking County, Ohio.
14. Mechanics' Lien of Xxxxxxx Constructions Services dated June 10, 1996 and
recorded as document number 66466 in volume unknown at pages 217 through
224, Official Records, Licking County, Ohio.
RESERVATIONS EASEMENTS. RESTRICTIONS AND EXCEPTIONS TO BE GIVEN
15. Fix-Corp International, Inc. to give to Quantum Chemical Corporation an
easement for the purpose of loading, weighing and transferring products by
and between motor and rail modes of transportation and for the maintenance
and repair of railroad car loading and unloading ramps.
3 of 3
SCHEDULE 1.02A
PERSONAL PROPERTY SOLD TO BUYER
SCHEDULE 1.02B
PERSONAL PROPERTY ASSOCIATED WITH
THAT PORTION OF QUANTUM'S PLASTICS RECYCLING BUSINESS
SOLD TO BUYER
o Raw Material Supplier List (1994 & 1995)
o Parts Suppliers and Service Vendors List (current)
o Raw Materials Purchasing Records
o Plant Operating Procedures
o Quality Control Procedures
SCHEDULE 5.08
EXISTING OR POTENTIAL CLAIMS, LITIGATION, SUITS, CHARGES,
ACTIONS, GOVERNMENTAL INVESTIGATIONS OR OTHER PROCEEDINGS
1. General Safe & Lock - potential claim for equipment ordered by 3DM LLC and
delivered to the Premises
2. Vendor Unknown - potential claim for office furniture ordered by 3DM LLC
and delivered to the Premises
3. Vendor Unknown - potential claim for granulators ordered by 3DM LLC and
delivered to the Premises
4. Newark Business Equipment - potential claim for fax machine and copier
ordered by 3DM LLC and delivered to the Premises
5. Vendor Unknown - potential claim for telephone system ordered by 3DM LLC
and installed on the Premises
6. Vendor Unknown - potential claims for process equipment improvements
ordered by 3DM LLC and partial completed
7. Xxxx Xxxxxx - potential materialman's lien for materials ordered by 3DM LLC
and delivered to and installed on the Premises
8. Unknown Individuals - potential claim for personal property left upon the
Premises
9. Ohio Power Co. - potential claims for utility service ordered by 3DM LLC
10. Producers Gas Sales - potential claims for utility service ordered by 3DM
LLC
11. City of Heath, OH - potential claims for water and sewerage services
ordered by 3DM LLC
12. Rumpke - potential claims for refuse disposal services ordered by 3DM LLC
13. United Telephone - potential claims for telephone service ordered by 3DM
LLC
14. ADT - potential claim for equipment and services ordered by 3DM LLC and
installed upon the Premises
SCHEDULE 5.08 (con't)
15. Litigation pending in the Court of Common Pleas for Xxxxxxxx County, Ohio
and styled QUANTUM CHEMICAL CORPORATION V. 3DM LLC, ET AL., case number
A-96-2928
3 of 3
EXHIBIT A
GENERAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS THAT, QUANTUM CHEMICAL CORPORATION, a Corporation
incorporated under the laws of the State of Virginia (the "Grantor"), for the
consideration of $10.00 and other valuable considerations, received to its full
satisfaction of FIX-CORP INTERNATIONAL, INC., a Corporation incorporated under
the laws of the State of Ohio (the "Grantee"), does GIVE, GRANT, BARGAIN, SELL
AND CONVEY unto the said Grantee, its successors and assigns, the following
described premises, situated in the City of Heath, County of Licking and State
of Ohio:
SITUATED IN THE STATE OF OHIO, COUNTY OF LICKING AND CITY OF
HEATH, AND BOUNDED AND DESCRIBED AS FOLLOWS:
BEING IN T-1, X-00 XX XXX XXXXXX XXXXXX MILITARY LANDS, AND IN
THE MID-OHIO INDUSTRIAL PARK, ADDITION NO. 3, AS RECORDED IN PLAT
BOOK 13, PAGE 51, IN THE LICKING COUNTY DEED RECORDS, AND BEING
MORE FULLY BOUNDED AND DESCRIBED AS FOLLOWS:
BEING ALL OF RESERVE "A", XXX 00 XXX XXX XXXXXXXXX XXXXXXX XX XXX
00;
BEGINNING IN THE WESTERLY RIGHT OF WAY LINE OF XXXXX PARKWAY,
SAID POINT BEING THE SOUTHEAST CORNER OF SAID LOT 41;
THENCE SOUTH 89 DEG. 25'37" WEST, ALONG THE SOUTH LINE OF LOT 41,
662.49 FEET TO THE SOUTHWEST CORNER OF LOT 41;
THENCE NORTH 0 DEG. 45'14" WEST, ALONG THE EASTERLY LINE OF THE
NEW YORK CENTRAL RAILWAY COMPANY, 243.50 FEET, TO A POINT;
THENCE SOUTH 89 DEG. 25'37" EAST, PASSING THROUGH LOT 41, A
DISTANCE OF 663.41 FEET TO A POINT;
THENCE SOUTH 0 DEG. 31'52" EAST, PASSING ALONG THE WESTERLY RIGHT
OF WAY LINE OF XXXXX PARKWAY, 243.50 FEET TO THE PLACE OF
BEGINNING;
THE ABOVE 10.00 ACRE SURVEY INCLUDES 0.79 ACRES IN RESERVE "A",
5.504 ACRES IN XXX 00 XXX 0.000 XXXXX XX XXX 00.
SUBJECT TO ALL LEGAL HIGHWAYS, ALL LIMITATIONS OF ACCESS TO
PUBLIC ROADS OR HIGHWAYS, LEASES AND RIGHTS OF WAY, ZONING
REGULATIONS, EASEMENTS OF RECORD AND RESTRICTIVE COVENANTS.
THE ABOVE DESCRIPTION WAS PREPARED AS THE RESULT OF A SURVEY BY
XXXXXXX X. XXXXXXXXX, REGISTERED SURVEYOR NO. 5242, DATED JULY 6,
1989.
BEING PART OF THE SAME REAL ESTATE CONVEYED BY XXXXXXX X. XXXXXX,
XX. AND XXXXXXXX X. XXXXXX, HIS WIFE, TO MID-OHIO DEVELOPMENT
CORPORATION BY DEED DATED DECEMBER 3, 1971, AND RECORDED IN
VOLUME 681, PAGE 608, DEED RECORDS, LICKING COUNTY, OHIO.
THIS PROPERTY IS SUBJECT TO THE RESTRICTIVE COVENANTS FOR
MID-OHIO INDUSTRIAL PARK ADDITION NO. 3, FILED FOR RECORD WITH
THE LICKING COUNTY RECORDER ON JULY 30, 1976, IN VOLUME 750,
PAGE 363, DEED RECORDS, LICKING COUNTY, OHIO.
Be the same more or less, but subject to all legal highways.
1 of 3
Exhibit A
To have and to hold the above granted and bargained premises,
with the appurtenances thereunto belonging, unto the said Grantee, its
successors and assigns forever.
The Grantor, does for itself and its successors and assigns, covenant with the
Grantee its successors and assigns, that at and until the ensealing of these
presents, it is well seized of the above described premises, as a good and
indefeasible estate in FEE SIMPLE and has good right to bargain and sell the
same in manner and form as above written, and that the same are free and
clear from all incumbrances whatsoever, except those existing restrictions,
conditions and easements of record and that it will Warrant and Defend said
premises, with the appurtenances thereunto belonging, to the said Grantee, its
successors and assigns, forever, against all lawful claims and demands
whatsoever.
Subject to a Purchase and Sale Agreement between Quantum Chemical Corporation
and Fix-Corp International, Inc. dated August 14, 1996 and an Environmental
Indemnification Agreement dated August 14, 1996 Grantee covenants and agrees
that it will not directly or indirectly attempt to compel Grantor, its parent,
affiliates, subsidiaries, successors or assigns to clean up or remove any
underground petroleum or other hazardous substance or pollutant or any
contamination of tile soil or groundwater and any effect related thereto, or
seek damages for same. This shall be a covenant running with the land, and
shall be binding on any successor to or assignee of Grantee or subsequent
owners.
IN WITNESS WHEREOF, said corporation sets its hand and corporate
seal, by___________________________, its _____________________ this ________ day
of ___________________, 1996.
Signed and acknowledged in presence of: QUANTUM CHEMICAL CORPORATION
-------------------------------------- By:-------------------------------
-------------------------------------- -------------------------------
TYPED NAME
-------------------------------
TITLE
2 of 3
EXHIBIT A
THE STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
Before me, a notary public, in and for said County, personally
appeared the above named by ___________________, its __________________, who
acknowledged that he did sign the foregoing instrument and that the same is
the free act and deed of said Corporation, and the free act and deed of him
personally as such officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal, at Cincinnati, County of Xxxxxxxx, State of Ohio, this _____ day of
________________, A.D. 1996.
------------------------------
Notary Public
THIS INSTRUMENT PREPARED BY XXXXXXX X. XXXXX, ATTORNEY.
EXHIBIT B
GENERAL XXXX OF SALE
GENERAL XXXX OF SALE, dated ____________, 1996 from QUANTUM
CHEMICAL CORPORATION, a Virginia corporation ("Quantum"), to Fix-Corp
International, Inc., an Ohio corporation ("Buyer").
WITNESSETH:
WHEREAS, Quantum and Buyer are parties to a Purchase and Sale
Agreement dated August 14, 1996 (the "Agreement"), which provides, among
other things, for the sale by Quantum to Buyer of assets, machinery and
equipment, personal property and a portion of Quantum's post-consumer plastic
recycling business (as defined in the Agreement).
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and adequacy of which are
acknowledged by Quantum:
1. Quantum does hereby sell, transfer, assign, convey, set
over and deliver to Buyer all of Quantum's right, title and interest in and
to assets set forth in Schedules 1.02A and 1.02B of the Agreement.
2. Quantum hereby conveys to Buyer good and marketable title
to the assets being conveyed hereby, free and clear of all liens, security
interests or any other encumbrances of any kind whatsoever.
3. Quantum, for itself, its successors and assigns, hereby
covenants that, from time to time after the delivery of this instrument, at
Buyer's request and without further consideration, Quantum will do, execute,
acknowledge and deliver, or will cause to be done, executed, acknowledged and
delivered, all such further acts, conveyances, transfers, assignments, powers
of attorney and assurances as Buyer reasonably may require to more
effectively convey, transfer to and vest in Buyer, and to put Buyer in
possession of, any of the assets.
4. This instrument shall be binding upon Quantum and its
successors and assigns and shall inure to the benefit of Buyer and its
successors and assigns.
5. This instrument shall be governed by and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, Quantum has caused this General Xxxx of
Sale to be duly executed as of the date first above written.
QUANTUM CHEMICAL CORPORATION
BY: -------------------------------------
NAME (PRINTED): -------------------------
TITLE: ----------------------------------
EXHIBIT C
ENVIRONMENTAL INDEMNIFICATION AGREEMENT
THIS AGREEMENT, made August 14, 1996 is among QUANTUM CHEMICAL
CORPORATION, a Virginia corporation ("Quantum"), and Fix-Corp International,
Inc., an Ohio corporation ("Buyer").
WHEREAS, simultaneously with the execution and delivery of this
Environmental Indemnification Agreement (this "Agreement"), Quantum and Buyer
are consummating the transactions contemplated by that certain Purchase and Sale
Agreement, dated August 14, 1996 (the "Purchase Agreement"); and
WHEREAS, in connection with the Purchase agreement, the
parties desire to set forth their understandings with respect to certain
environmental matters which, by the terms of the Purchase agreement, are
specifically excluded from the scope of that agreement.
NOW, THEREFORE, Quantum and Buyer agree as follows:
SECTION 1. DEFINITIONS:
(a) The terms defined in the Purchase Agreement and otherwise
not defined in this Agreement are being used as defined in the Purchase
agreement.
(b) "Environmental Claims" shall mean any claim or demand by any
governmental authority or any person for personal injury (including sickness,
disease or death), property damage or damage to the environment resulting from
the release of any chemical, material or emission into the environment at or in
the vicinity of the Plant.
(c) "Environmental Matter" means any pollution or disposal of
materials at or in the vicinity of the Plant in connection with the operation
of the Plant.
(d) "Exposed Person" shall mean (i) any employee or former
employee, (ii) any contractor or former contractor, or (iii) any employee of
any contractor or former contractor in each case of Quantum and Buyer who
works or has worked or performs or has performed work at the Plant.
(e) "Shared Environmental Claim" shall mean an Environmental
Claim arising out of any operations conducted, commitment made, product
manufactured or any action taken or omitted to be taken by Quantum or Buyer
in respect of the Assets (including but not limited to the business
operations, transactions or conduct of the business directly or indirectly
related thereto) during periods both prior to and after the Closing Date.
SECTION 2. INDEMNIFICATION AGAINST ENVIRONMENTAL CLAIMS.
(a) BY QUANTUM FOR PRE-CLOSING ACTIVITY. On and after the
Closing Date, Quantum shall fully and promptly pay, perform, discharge,
defend, indemnify and hold harmless Buyer, its parent and subsidiaries and
affiliates, and their respective directors, officers and employees from and
against any claim, demand, action or suit, loss, cost, damage, fine, penalty
or expense (including reasonable attorneys' fees) resulting from any
Environmental Claim arising out of any operations conducted, commitment made,
product manufactured or any action taken or omitted solely by Quantum with
respect to the Assets (including but not limited to the business operations,
transactions or conduct of the business directly or indirectly related
thereto) during periods prior to and including the Closing Date.
(b) BY BUYER FOR POST-CLOSING ACTIVITY. On and after the Closing Date,
Buyer shall fully and promptly pay, perform and discharge, defend, indemnify
and hold harmless Quantum its parent, subsidiaries and affiliates and their
respective directors, officers and employees from and against any claim,
demand, action or suit, loss, cost, damage, fine, penalty or expense
(including reasonable attorneys' fees) resulting from any Environmental Claim
arising out of any operations conducted, commitment made, product
manufactured or any action taken or omitted solely by Buyer with respect to
the Assets (including but not limited to business operations, transactions or
conduct of the business directly or indirectly related thereto) during
periods after the Closing Date other than any action taken by Buyer, in good
faith exercising reasonable care, following the Closing Date on behalf or at
the direction of Quantum pursuant to this Agreement.
(c) CERTAIN SHARED ENVIRONMENTAL CLAIMS OF EXPOSED PERSONS.
All liabilities or obligations of Quantum or Buyer arising out of any Shared
Environmental Claim for personal injury (including sickness, disease or
death) made by an Exposed Person (including workmen's compensation claims)
shall be apportioned between Buyer and quantum in the proportion that such
Exposed Person's length of service (x) prior to and including the Closing
Date, in the case of Quantum and (y) after the Closing Date, in the case of
Buyer, bears to such Exposed Person's total length of service both prior to
and after the Closing Date. For the purposes of this provision, with respect
to (A) any contractor or employee of any contractor, the term "length of
service" means the period or periods of time during which such person was
actually exposed to such chemical, material or emission, that is the basis of
the Shared Environmental Claim, while working at the Plant or the Facility,
irrespective of the period of time during which such person was otherwise
employed by such contractor, and (B) any employee of Quantum or Buyer, the
term "length of service" means that period or periods of time when such
employee was actually exposed to the chemical, material or emission while
working for Quantum or Buyer. The calculations required in this agreement
shall be rounded to the nearest month.
(d) ENVIRONMENTAL CLAIMS OTHER THAN OF EXPOSED PERSONS.
Except as otherwise provided in subsection (c) above, all liabilities or
obligations of Quantum or Buyer arising out of Environmental Claims not
solely attributable to either Buyer's or Quantum's operation of the Plant
shall be born as follows:
(i) Any such claim asserted prior to January 1, 2001 shall
be the sole responsibility of Quantum.
(ii) Any such claim asserted on or after January 1, 2001
will be the sole responsibility of the Buyer.
For the purposes of subparagraphs (i) and (ii) above, a claim shall be deemed to
have been asserted at such time as a summons and complaint (or their equivalent)
is served on either Buyer or Quantum.
(e) BUSINESS INTERRUPTION, CESSATION, SHUTDOWN. Any claim
for losses arising out of a business interruption, cessation or shutdown at
the Plant shall be included in subsection (a) of this Section 2 above only if
the business interruption, cessation or shutdown is directly caused by a
lawful governmental or judicial order to cease or reduce operations of the
Plant for reasons directly relating to an Environmental Matter which occurred
solely on or before the Closing Date. Except as expressly provided in this
subsection (e), Buyer shall not be entitled to any indemnification under this
Agreement for any losses arising out of any business interruption, cessation
or shutdown of the Plant.
Losses for the purpose of this subsection shall consist only of
Buyer's out-of-pocket expenses, which include only the following costs:
maintenance, insurance, labor, utilities and taxes. Buyer shall use its best
efforts to minimize such losses. Quantum shall not be responsible for loss of
profits, revenues, business advantage, or business opportunity or any
consequential loss or damage. The maximum amount for which Quantum shall be
liable under this subsection shall never exceed, in the aggregate, $250,000 for
all such business interruptions, cessations or shutdowns.
SECTION 3. INDEMNIFICATION PROCEDURES.
(a) NOTICE OF CLAIMS. Promptly following receipt by Buyer or
Quantum of any claim, determination, suit, action or proceeding which is
subject to the provisions of Section 2 (an "Action"), such party shall give
written notice of such action to the other party hereto, accompanied by
copies of any written documentation with respect thereto received by the
notifying party and stating the basis upon which indemnification is being
sought pursuant to this Agreement (whether pursuant to subsections (a), (b),
(c) or (d) of Section 2). Such notice shall constitute a claim for
indemnification under this Agreement (hereinafter referred to as "Claim").
(b) DEFENSE OF CLAIMS. (i) ONE PARTY SOLELY RESPONSIBLE.
With respect to Claims asserted under subsection (a), (b), (d)(i) or (d)(ii)
of Section 2 in respect of which Buyer or Quantum, as the case may be, is
solely responsible, the party required to provide indemnification under this
Agreement (the "Indemnifying Party") shall have the right, at its option, to
compromise or defend, at its own expense and with its own counsel, any such
Action. The other party (the "Indemnified Party") shall have the right, at
its option, to participate in the
settlement or defense of any such Action, with its own counsel and at its own
expense, but the Indemnifying Party shall have the right to control such
settlement or defense. Notwithstanding the foregoing, should any such action
have the potential for materially and adversely affecting the operations at
the Plant, Buyer shall have the right to jointly participate and approve the
settlement or defense thereof without waiving any rights to indemnification
under this Agreement. The parties agree to cooperate in any such settlement
or defense and to give each other full access to all information relevant to
any Claim. In the event that the Indemnifying Party fails to notify the
Indemnified Party of its intent to take any action within 15 days after
receipt of a Claim, the Indemnified Party (without waiving any rights to
indemnification under this Agreement) may defend such Action and may enter
into any good faith settlement of such Claim without the prior written
consent of the Indemnifying Party.
(ii) BOTH PARTIES RESPONSIBLE. With respect to Claims
asserted under subsection (c) of Section 2 in respect of which responsibility
is apportioned between Buyer and Quantum, Buyer and Quantum shall be
represented by joint counsel selected by the party who, as of the date the
Claim is made, would bear more than 50% of the liability therefore
(determined in accordance with the applicable apportionment provisions
contained in such subsections), which counsel shall be reasonably acceptable
to the other party. The fees and expenses of such counsel shall be shared by
Buyer and Quantum in the same proportion as their respective liability
(determined in accordance with the applicable apportionment provisions). The
parties agree to cooperate with each other in the defense and settlement of
such Action, to give each other full access to all information relevant
thereto, and, so long as the other party hereto complies with the terms of
this Agreement, not to file a cross-claim against the other. Either party
shall have the right, at its
option, to participate in the settlement or defense of such Action with its
own counsel, at its own expense, but joint counsel shall have the right to
control such settlement or defense.
In the event that either party receives a settlement offer
from, or desires to make a settlement offer to, the plaintiff(s) in any such
Action (as the case may be, a "Settlement Offer"), such party shall promptly
give written notice to the other party, describing in reasonable detail the
proposed terms of the Settlement Offer. The following provisions shall
govern with respect any such Settlement Offer:
(A) Each party shall have 15 days after receipt of a
Settlement Offer within which to notify the other party of its
intention to accept or reject the Settlement Offer.
(B) (i) Neither party may make or accept a Settlement
Offer unless the Settlement Offer is made (x) jointly available
to or on behalf of, both parties or (y) an identical Settlement
Offer is made to or on behalf of, each party; provided, however,
(ii) where a settlement offer originates with one Defendant,
that Defendant shall advise the other Defendant of its
intention to make an offer to the Plaintiff(s). If both
Defendants agree on an offer then such offer shall be
communicated to the Plaintiff(s). Where only one Defendant
wants to offer to settle, it may proceed individually to
settle, but must keep the other defendant advised of the
negotiations, and give the other Defendant the opportunity to
join in a settlement offer.
(C) In the event that any party unilaterally makes or
accepts a Settlement Offer in violation of subparagraph (B),
the provisions of Section 2 shall not apply to such Action and
the settling party shall be solely liable for the entire
amount of any judgment rendered
against the non-settling party and for all costs incurred by
the non-settling party in defending such Action.
(D) In the event that both parties settle the Action,
the settlement shall be apportioned between Buyer and Quantum
in accordance with the applicable provisions of Section 2.
(E) In the event that only one party settles the Action
(under circumstances not prohibited by subparagraph (B), such
party shall have no further liability under Section 2, and all
costs incurred by the non-settling party subsequent to such
settlement shall be born entirely by the non-settling party.
Notwithstanding such settlement, however, the settling party
will continue to cooperate with the non-settling party in the
defense of such action, at the non-settling party's expense,
and shall give the non-settling party full access to all
information relevant thereto.
(F) In the event that one party desires to settle the
action, but the Plaintiff will not settle with only one
Defendant, and the matter goes to judgment against both
Defendants, then the Defendant which refused to settle shall
be liable for the entire judgment in excess of the amount for
which the party desiring to settle could have settled the
claims against it.
SECTION 4. ADDITIONAL AGREEMENTS.
(a) COOPERATION. Buyer agrees to cooperate in good faith
with Quantum to provide Quantum and their representatives (including
employees and independent contractors) access during normal business hours to
such facilities, employees, records, documents, including copies
thereof, office space to the extent reasonably necessary to permit Quantum to
discharge, on a timely basis, their obligations under this Agreement or under
any consent decree entered into with the EPA. Except as otherwise provided
in this Agreement, Quantum will reimburse Buyer for its cost in providing
such utilities and services.
(b) FURTHER ASSURANCE. Quantum agree to cooperate with Buyer,
in discharging their obligations under this Agreement, and not to
unreasonably interfere with the operation of the Plant in doing so and to use
all best efforts to insure that discharging Quantum's obligations does not
materially interfere with the operation of the Plant.
(c) COSTS. Except as otherwise provided, the costs of
testing, assessment and remediations shall be paid by Quantum.
(d) SCOPE OF UNDERTAKINGS. Except as otherwise provided in
this Agreement, the obligation of Quantum to perform assessment or remedial
actions contemplated hereby shall be conducted as Quantum deems in good faith
to be necessary. Quantum shall, to the exclusion of Buyer, undertake all
contacts, discussions, negotiations, decisions and any other dealings of like
nature or kind relating to any of the environmental matters which are
Quantum's responsibility under this Agreement with any federal, state or
local governmental matters which are Quantum's responsibility under this
Agreement with any federal, state or local governmental or judicial authority
having jurisdiction with respect thereto. Notwithstanding the foregoing
should any such action have the potential for materially and adversely
affecting the operations of the Plant, Buyer shall have the right to jointly
participate in any such dealings.
(e) PURPOSES OF AGREEMENT. It is expressly understood and
agreed that Quantum's entering into this Agreement with Buyer for the purpose
of facilitating the Closing of
the transaction contemplated by the Purchase Agreement and that this
Agreement does not constitute any admission, express or implied, by Quantum
of any violation, liability or wrongdoing by Quantum. This Agreement shall
inure to the benefit of and be binding on Quantum and Buyer and their
respective successors and assigns, nothing in this agreement, express or
implied, being intended to confer upon any other person any rights or
remedies under this Agreement. In consideration of the undertaking of
Quantum contained in this agreement, Buyer agrees to use its reasonable
efforts not to disclose the terms and provisions of this Agreement to any
third party, except as is necessary to carry out the purposes of this
Agreement or pursuant to applicable legal requirements.
(f) COMPLIANCE WITH LAWS. The parties agree to comply, in
good faith, with all applicable laws relating to the subject matter of this
Agreement. Each party will obey the terms of any final judgment or decree of
any court of competent jurisdiction rendered against it or any final order of
the EPA or any governmental or judicial authority with jurisdiction with
respect to the subject matter of this Agreement (PROVIDED, HOWEVER, that no
such party shall be required to obey any judgment, decree or order being
protested or appealed, in good faith, by such party by appropriate
proceedings).
(g) GENERAL. This Agreement sets forth the entire
understanding of the parties with respect to the environmental matters and
supersedes all prior and contemporaneous agreements, arrangements and
understandings relating to the subject matter hereof, whether oral or written
and whether consistent or inconsistent. No representation, promise,
inducement or statement of intention has been made by the parties hereto
which is not embodied in this agreement, and no party shall be bound by or
liable for any alleged representation, promise,
inducement or statement of intention not so set forth. To the extent that
any provision of this Agreement is inconsistent with the provisions of the
Purchase Agreement, the provisions of this Agreement shall govern. This
Agreement may be amended or modified only by a written instrument executed by
Buyer and Quantum or by their successors and assigns. All notices, requests,
demands and other communications under this Agreement shall be in writing and
shall be deemed to have been duly given if given in manner provided in the
Purchase Agreement. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Ohio, without giving
effect to the conflict of law principles of the State of Ohio.
SECTION 5. COVENANT-NOT-TO-XXX.
Buyer covenants and agrees that it will not directly or
indirectly, attempt to compel Quantum, its parents, affiliates, successors or
assigns to clean up or remove any underground petroleum or other hazardous
substance or pollutant or any contamination of the soil or groundwater and
any effect related thereto, or seek damages therefor, and Buyer further
agrees that the foregoing covenant-not-to-xxx will be inserted in the deeds
of conveyance for the Plant site, shall be a covenant running with the land,
and shall be binding on any successor to or assignee of Buyer or subsequent
owners; PROVIDED, HOWEVER, that this covenant is conditioned on Quantum's
compliance with the terms of this Agreement.
SECTION 6. TERM OF AGREEMENT.
The liabilities and obligations contained in this Agreement
shall survive the Closing and shall be effective and enforceable until the
expiration of any liability or obligation provided in this
agreement, by discharge, performance or otherwise; PROVIDED, HOWEVER, that
nothing in this agreement shall constitute any waiver by any party of any
defense based on laches or any similar legal or equitable grounds for
estoppel relating to the failure of a party to have asserted its rights on a
timely basis.
IN WITNESS WHEREOF, the parties have caused their authorized
representatives to execute this Agreement effective this 14th day of August,
1996.
QUANTUM CHEMICAL CORPORATION FIX-CORP INTERNATIONAL, INC.
By: By:
-------------------------- ----------------------------
Title: Title:
----------------------- -------------------------
ATTEST: ATTEST:
---------------------- ------------------------
By: By:
-------------------------- ----------------------------
EXHIBIT D
EASEMENT
KNOW ALL MEN BY THESE PRESENTS, That FIX-CORP INTERNATIONAL,
INC., an Ohio corporation, ("Grantor") for and in consideration of the sum of
One Dollar ($1.00) and for other good and valuable consideration paid by
QUANTUM CHEMICAL CORPORATION, a Virginia corporation, ("Grantee") the receipt
of which is acknowledged, do by this instrument remise, release, grant and
convey to Grantee, its successors and assigns forever, an easement in and to
a certain plot of land 145 feet wide by 465.30 feet on the longest side, as
shown by the attached plat and described as follows:
Situated in the State of Ohio, County of Licking, City of
Heath, in part of Reserve "A" and in part of Lot No. 40 in
Mid-Ohio Industrial Park, Addition No. 3, as shown of record
in Plat Book 13, Pages 51 and 52, said Reserve "A" and Lot
No. 40 having been conveyed to Quantum Chemical Corporation
by deed of record in Official Record 314, Page 867, all
references to Recorder's Office, Licking County, Ohio, said
easement bounded and described as follows;
Beginning at a point in the curved westerly right-of-way of
Xxxxx Parkway (50-feet wide), at the northeast corner of Lot
No. 39 and at the southeast corner of Reserve "A" in said
Mid-Ohio Industrial Park, Addition No. 3;
thence S 89DEG. 25' 27" W along a portion of the south line
of said Reserve "A" and along a portion of the north line of
said Xxx Xx. 00 a distance of 465.30 feet to a point;
thence N 0DEG. 31' 52" W crossing said Reserve "A" and
crossing a portion of said Xxx Xx. 00 a distance of 145.00
feet to a point;
thence N 89DEG. 25' 37" E parallel with and 145.00 feet
northerly by perpendicular measurement from the south line of
said Reserve "A" and crossing a portion of said Xxx Xx. 00 a
distance of 433.09 feet to a point in the curved westerly
right-of-way of Xxxxx Parkway and in the curved easterly line
of said Lot No. 40;
thence southerly along a portion of the curved westerly line
of Xxxxx Parkway, along a portion of the curved easterly line
of said Xxx Xx. 00 and along the curved easterly line of said
Reserve "A" and with a curve to the left, data of which is:
radius = 625.00 feet and sub-delta = 13DEG. 38' 48" a
sub-chord distance of 148.51 feet bearing S 13DEG. 03' 23" E
to the place of beginning;
containing 64,695 square feet (= 1.485 acres) of land more or
less.
It is the intention of the Grantor to grant this easement in the plot of land
along the line described giving Grantee the right and privilege of ingress and
egress to and use of the plot of land for the purpose of the loading, unloading,
weighing and transferring products by and between motor and rail modes of
transportation.
It is further understood in addition to the easement conveyed by this
instrument, Grantee shall have the right to go in and upon the premises of
the Grantor along the sides of the easement as may be necessary for the
loading, unloading, weighting, transfer of products by and between motor and
rail modes of transportation and the maintenance and repair of the railroad
car loading and unloading ramps.
Grantor has the full power to convey this easement, and warrants and will
defend the same against all claims by any persons.
IN WITNESS WHEREOF, the Grantor sets its hand and corporate seal
by____________________________, its ____________________________ and by
____________________________, its ____________________________ this 14th day of
August, 1996.
FIX-CORP INTERNATIONAL, INC.
By:
------------------------------------
By:
------------------------------------
Signed and acknowledged in the presence of:
-------------------------------------------
-------------------------------------------
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
BEFORE ME, a Notary Public in and for the County, personally
appeared the above-named FIX-CORP INTERNATIONAL, INC. by
_____________________, its ___________________ and _____________________, its
_______________, who acknowledge that they did sign the foregoing instrument
and that the same is the free act and deed of said company and the free act
and deed of each of them personally and as such officers.
IN TESTIMONY WHEREOF I have set my hand and official seal at
Cincinnati, Ohio, this 14th day of August, 1996.
--------------------------------------
Notary Public
THIS DOCUMENT WAS PREPARED BY XXXXXXX X. XXXXX, ATTORNEY.
EXHIBIT E
TRACK LEASE AGREEMENT
THIS AGREEMENT, made as of August 14th, 1996 by and between Quantum Chemical
Corporation, a Virginia corporation, with its office and principal place of
business at 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 ("Landlord"), and
Fix-Corp International, Inc. an Ohio corporation, with a place of business at
00000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 ("Tenant"):
WITNESSETH:
1. LEASE: Landlord leases to Tenant and Tenant hires from Landlord
for the term and according to the covenants and conditions
contained in this Lease certain land at 0000 Xxxxx Xxxxxxx,
Xxxxx, XX, consisting of a railroad siding of Two Hundred
linear feet (200') of track including all land under said
tracks, as described and as outlined in red in the attached
Exhibit A, which is made a part of this Agreement,
("Premises"), for the sole purpose of the storage of railcars
owned, leased or consigned to Tenant containing plastics,
other than liquid, and for no other purpose whatsoever.
Landlord specifically reserves the right, at any time during
this Lease, to substitute other track of the same length or
aggregate length. Tenant shall have the right of ingress and
egress to the Premises over the Landlord's property which lies
between the Premises and the Tenant's property.
2. TERM: The tenancy of this Lease shall be for a period of ten
(10) years beginning August 14, 1996 and ending August 14,
2006, with an option for an additional period of ten (10)
years beginning August 14, 2006 and ending August 14, 2016.
The term of this Lease is subject to termination at any time
by Tenant upon 90 days advance written notice to Landlord.
3. RENT: Tenant shall pay to Landlord or its
agent an annual rent in advance in the amount of One Thousand
Dollars ($1,000.00) each year or part thereof this Lease
continues in effect subject to annual adjustment not to
exceed the regional cost-of-living index for the preceding
twelve month period. Rent payments, unless Tenant is
otherwise notified in writing, shall be delivered to:
Quantum Chemical Corporation
00000 Xxxxxxxxx Xxxxx
XXX 00
Xxxxxxxxxx, XX 00000
Attn: Logistics Contracts Administrator
FAX: (000) 000-0000
4. UTILITIES: Tenant shall pay the cost of
utilities consumed by it on the Premises, including but not
limited to gas, electricity, water, sewer, power, and
telephone service. Any utility accounts shall be maintained
in Tenant's own name.
5. RISK OF LOSS: Notwithstanding any other term
or provision herein, Tenant shall bear all risk of injury or
loss to any person or property upon the Premises, except as
may be the result of any the intentional or willful act or
omission by or the gross negligence of Landlord.
6. INDEMNIFICATION OF LANDLORD: Tenant agrees to
pay, and to protect, indemnify, defend and hold harmless
Landlord from and against all liability, damages, costs and
expenses from causes of action, suits, claims, demands and
judgments of any nature whatever arising out of or in any way
connected with Tenant's occupancy of the Premises. Tenant
expressly acknowledges that it agrees to indemnify Landlord
for its own negligence, except to the extent that the causes
of action, suits, claims, demands and judgments of any nature
are the result of Landlord's gross or sole negligence.
7. USE: The Premises shall be used and occupied
by Tenant as a spur line for the spotting, loading and
off-loading of rail cars. Tenant shall be responsible to
obtain any Certificate of Occupancy or any other license or
permit as may be required by law.
8. CONDITION AND MAINTENANCE OF PREMISES: Tenant
accepts the Premises in their "as is" condition. Landlord
shall be responsible performing routine maintenance and
repair to keep the premises in a well maintained safe, clean
and sightly condition. Tenant agrees to reimburse Landlord
for Twenty-five percent (25%) of the actual cost of
maintenance and repair for the benefit of the entire spur
track and One Hundred Percent (100%) of the actual costs of
maintenance and repair for the sole benefit of the Tenant or
the Premises. Tenant shall not use, store, generate, treat
or dispose of any hazardous substance on the Premises without
the prior written consent of the Landlord. Such consent
shall not be unreasonably withheld.
8.01. In the event that any hazardous
substance is discovered to have been released upon or from
the Premises during the term of this Lease and such release
is due to any act or omission of Tenant, Landlord shall, at
its sole discretion, take all steps necessary to remove and
properly dispose of such hazardous substance and clean-up or
repair any contamination or damage resulting therefrom, in
full compliance with all applicable laws and regulations.
The actual costs of such removal, disposal, clean-up or
repair shall be for the account of Tenant and Tenant shall
reimburse Landlord for these costs within thirty days after
demand is made by the Landlord. Tenant agrees to defend,
indemnify and hold Landlord harmless from and against any
liabilities, including judgments, court costs, and reasonable
attorney fees claimed or asserted against or sustained by
Landlord resulting from Tenant's failure to fully comply with
the provisions of this Section.
9. ALTERATIONS AND IMPROVEMENTS: Tenant may with
Landlord's written consent make improvements to the Premises
at its sole cost and expense as may be required by Tenant's
business. Such improvements and installations shall become
the property of Landlord to the extent affixed to the
Premises at any time during the term of Tenant's occupancy
under this Lease. Any damage caused by removal of any item
retained by Tenant shall be repaired by Tenant. Tenant
agrees that any and all alterations or additions shall be
made in compliance with the building codes and ordinances,
laws and regulations applicable to the Premises including,
but not limited to, the rules and regulations of the American
Association of Railroads ("AAR") and the railroad providing
rail transportation and switching service to the spur track.
Should a building or other permit be required by Tenant to
accomplish any improvement, Landlord agrees to execute all
documents required to obtain such permit if Landlord has
consent to the improvements.
10. ASSIGNMENT AND SUBLETTING: Tenant may not sublet the Premises or
assign this Lease.
11. TAXES AND ASSESSMENT: During the term of this
Lease, Tenant shall pay on or prior to the due date all City,
County, State and Federal taxes or assessments as may accrue
based on Tenant's activities or improvements made by Tenant,
if any, and penalties imposed, assessed or levied upon the
same. Landlord will provide Tenant with timely written notice
of the above-referenced taxes so as to enable Tenant to pay
same when due. Landlord shall otherwise pay general real
estate taxes as levied upon the Premises.
12. DEFAULT BY TENANT: If Tenant defaults in any of the covenants or
agreements on its part to be performed under this Lease, and
if Tenant fails to cure any such default within ten (10) days
after receipt of written notice from Landlord or after the
expiration of a reasonable time from receipt of such notice
if such default could not be cured within ten (10) days by
Tenant's diligent efforts, then Landlord may at its option at
any time afterwards declare this Lease and all rights under
it immediately terminated, re-enter and take possession of
the Premises pursuant to a applicable provision of law, and
remove all persons and all Tenant's property from the
Premises.
13. HOLDING OVER: Unless otherwise agreed in
writing, any holding over by Tenant after expiration or
termination of the term of this Lease shall be construed as a
default of this Lease and rents shall be assessed at the rate
of Fifty Dollars ($50.00) per day or portion of a day.
14. SURRENDER: At the expiration or termination
of this Lease, Tenant agrees to quit and surrender possession
of the Premises to Landlord in its original condition,
reasonable wear and tear expected, with all of Tenant's
property removed, except as may be provided in Article 9,
ALTERATIONS AND IMPROVEMENTS.
15. RIGHTS OF PARTIES: Either Landlord or Tenant
may from time to time at its option exercise all rights and
remedies which any may have at law or in equity and nothing
in this Lease shall be construed as in any way abridging or
waiving any such rights or remedies. Any consent, waiver,
compromise or indulgence by one party of or under any of the
provisions of this Lease, or as to any breach or default
under this Lease committed by any other
party, shall not constitute or be construed as a waiver of
the that party's right to enforce strict interpretations and
performance of the conditions and terms of this Lease at any
other times.
16. NOTICES: Any written notice required or given
under this Lease to Landlord shall be given to Landlord at
the above address in Article 3 and any notice given to Tenant
at the above address, or any other address as the parties may
designate from time to time.
17. RIGHT OF ENTRY: Landlord may enter the
Premises for the purpose of making inspection, in connection
with any portion of the Premises during regular business
hours, or at any time in the event of emergency.
18. QUIET ENJOYMENT: Subject to the terms of this
Lease, Landlord covenants and agrees that Tenant, so long as
it shall not be in default under this Lease, shall peacefully
and quietly hold, occupy and enjoy the Premises during this
Lease.
19. BINDING FUTURE PARTIES: Each and all of the
terms and agreements contained in this Lease shall be binding
upon and inure to the benefit of the Landlord and the Tenant,
their successors and assigns.
20. PARAGRAPH HEADINGS: Paragraph headings
contained in this Lease shall in no way limit or restrict the
interpretation to be placed upon any word or phrase following
such heading.
21. NO ORAL MODIFICATION: This instrument
contains the entire agreement made between the parties and
may not be modified orally or in any manner other than by an
agreement in writing signed by the Landlord and the Tenant or
their respective successor in interest.
IN WITNESS WHEREOF, the Landlord and the Tenant have duly executed this Lease on
the day and year first above written. Individuals signing on behalf of a
principal warrant that they have the authority to bind their principals.
LANDLORD TENANT
QUANTUM CHEMICAL CORPORATION FIX-CORP INTERNATIONAL, INC.
By: By:
------------------------------ ------------------------------------
Title: Title:
--------------------------- ---------------------------------
Date: Date:
---------------------------- ----------------------------------
LINE 7 EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
CY1001 BALE CONVEYOR HUSTLER B2677 (SER.#) 72" W x 27' L 1/4" PLATE
STEEL BELT
B81002 BALE BREAKER HUSTLER B2679 (SER #) 72" W x 72' L w/ 30 HP - EDDY
CURRENT DRIVE
CY1003 VIBRATORY CONVEYOR & PUNCH-PLATE SCREEN HUSTLER B2680 (SER. #) 60" W x 23' X XXXXX-XXXXX
0" x 00 XXXX - XXXXXXXX BED
CY1004 FLAT-BELT, REFUSE CONVEYOR HUSTLER B2682 (SER. #) 12" W x 6' L FLAT BELT w/
CLEATS
CY1005 INCLINED, CLEATED, WASTE CONVEYOR HUSTLER B2684 (SER. #) 12" x 12' L FLAT BELT WITH
CLEATS
CY1006 MANUAL SORTING CONVEYOR HUSTLER B2686 (SER. #) 36" W x 30' L FLAT BELT
CY1007 INCLINED, CLEATED CONVEYOR HUSTLER B2689 (SER. #) 36" W x 20' l FLAT BELT
w/ MAG. HEAD PULLEY
CY1007A SLIDE CONVEYOR CUSTOM BRIDGES INCLINED CLEATED
CONVEYORS
CY1011 INCLINED, CLEATED CONVEYOR HUSTLER B2692 (SER. #) 36" W x 19'6" L FLAT BELT w/
CLEATS & MAG. HEAD PULLEY
GR1013 GRANULATOR CUMBERLAND 00X 000 XX XXXXX - 0 XXXXX
XXXXX - 0/0" BED-SCREEN
BL1014 PRIMARY ELUTRIATOR BLOWER STERLING SYSTEMS 7075FV (CCWUD) COMPONENT OF STERLING'S
3210EL SYSTEM
FS1015 ELUTRIATION VESSEL STERLING SYSTEMS EL32C IBID - SS - 7" OD INLET ON
146" STAND
BL1016 SECONDARY ELUTRIATOR BLOWER STERLING SYSTEMS 1115 FV (CCWUD) IBID - PROVIDES FLUIDIZATION
IN ELUTRIATOR - DISCHARGES
TO CYCLONE
FS1017 AIR CYCLONE STERLING SYSTEMS #13 IBID - SS #13 CYCLONE
w/ SIDE-MOUNTED FILTER HEAD
- 16" D x 144" LONG
VS1019 DIRTY-FLAKE PICK-UP BIN AND FEED AUGER CUSTOM SS - 6"D x 13' L INCLINED
XXXXX - XXXXXX VIBRATOR
CD 36-250
VS1021 COLD WASH TANK CUSTOM SS - 500 GAL. - 6-SECTION
XXX-XXXX
XXX0000X,X,X COLD WASH TANK MIXERS PHILADELPHIA MIXER PG 13 1/3 HP
MXP1021A,B,C,D COLD WASH TANK PULLERS CUSTOM PNEUMATIC MIXERS
FS1023 COLD-WASH, DEEP-BED FILTER CUSTOM SS - 270 GAL - INDEXING,
REUSABLE FILTER MEDIUM
P1024 COLD WASH FEED PUMP XXXXXX 1-1/4" x 1-1/2" x 7" SS
IMPELLER
FS1022 COLD WASH DEWATERING DRYER XXXXXX DAY D312 10 HP DRYER MOTOR - SS
FRAME AND ROTOR -
STELLITED ROTOR
VS1027 INTERMEDIATE FLAKE XXXXXX AND AUGER CUSTOM SS - 3.5 CU YD BIN - 6"D x
22'L INCLINED AUGER AND
LEVEL CONTROL
VS1030 HOT WASH TANK (1 OF 2) CUSTOM SS - 390 GAL - STEAM-
JACKETED - INSULATED
VS1031 HOT WASH TANK (2 OF 2) CUSTOM SS - 390 GAL - STEAM-
JACKETED - INSULATED
MXM1030 HOT WASH TANK MIXER (1 OF 2) PHILADELPHIA MIXER PG 13 5 HP - SS SHAFT & IMPELLERS
MXM1031 HOT WASH TANK MIXER (2 OF 2) PHILADELPHIA MIXER PG 13 5 HP - SS SHAFT & IMPELLERS
FS1032 HOT WASH DEWATERING DRYER XXXXXX DAY D312 SS FRAME AND ROTOR - 10 HP
MOTOR
FS1042 HOT WASH-WATER, DEEP-BED FILTER CUSTOM SS - 270 GAL. - INDEXING,
REUSABLE, FILTER MEDIUM
P1043 HOT WASH, DEEP-BED FILTER, SUMP PUMP XXXXXX XX HOUSING AND IMPELLER -
70 GPM - 5 HP
VS1044 HOT WASH-WATER HEATING RESERVOIR TANK CUSTOM 4' W x 6' H x 10' L - SS -
STEAM-HEATED - INSULATED -
1200 GAL.
P1044&47 HOT WATER PUMPS WEMCO FL 3" x 5-1/4" - SS HOUSINGS
AND IMPELLERS - 60 GMP -
5 HP DRIVE MOTORS
VS1033 HOT-WASH, CLEAN-FLAKE BIN CUSTOM SS - 1.5 CU YD
CY1034 HOT-WASH, CLEAN-FLAKE AUGER CUSTOM SS - 6"D x 8'L - 2500 LB/
HR - 1 HP MOTOR
LINE 7 EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
VS1035 RINSE/SEPARATION TANK CUSTOM SS - 225 GAL.
MXM1035A&B RINSE/SEPARATION TANK MIXERS PHILADELPHIA MIXER PG 13 SS SHAFTS AND IMPELLERS -
0 XX XXXXX XXXXXX
X0000&00 HYDROCYCLONE PUMPS WEMCO FL 3" x 5-1/5" w/ SS IMPELLERS
FS1036 HYDROCYCLONE SEPARATOR XXXXX ENGINEERING D10B-841
FS1037 HYDROCYCLONE SEPARATOR XXXXX ENGINEERING D10B-841
FS1040 VIBRATORY FILTER SWECO LS30S66
FS1041 PRIMARY CLEAN FLAKE SPIN DRYER XXXXXX DAY D512 SS FRAME AND ROTOR - 00 XX
XXXXX MOTOR
FS1048 FINAL CLEAN FLAKE SPIN DRYER - AIR ASSISTED XXXXXX DAY D532 SS FRAME AND ROTOR - 00 XX
XXXXX XXXXX
XX0000 EXHAUST BLOWER TWIN CITY FAN BC-SW SIZE 000 - 0000 XXX - 0 XX
XXXXX MOTOR
FS1049 DRYER BLOWER EXHAUST FILTERS CUSTOM 4 - 15" DIA. FILTER SOCKS
VS1050 INTERMEDIATE DRY FLAKE BIN w/ VIBRATOR & AIRVEYOR STERLING SYSTEMS SGB-03080 COMPONENT OF STERLING'S
3210EL SYSTEM - AL -
30 CU FT
BL1051 CLEAN FLAKE ELUTRIATOR BLOWER STERLING SYSTEMS 7075FV (CCWUD) IBID - 7.5 HP MOTOR
FS1052 CLEAN FLAKE ELUTRIATOR STERLING SYSTEMS EL32C IBID - SS - 7" INLET NOZZLE
BL1054 CYCLONE BLOWER STERLING SYSTEMS 1115FV IBID - 15 HP MOTOR
FS1055 ELUTRIATED-WASTE CYCLONE STERLING SYSTEMS #13 IBID - SS - #13 CYCLONE
w/SIDE MOUNTED FILTER HEAD
FS1056 CYCLONE EXHAUST FILTER STERLING SYSTEMS IBID - 6 - 16"d x 144" LONG
FILTER BAGS
VS1053 ELUTRIATED FLAKE RECEIVER L - 4 SYSTEMS AL - 4W x 4'L x 4' DEEP
(2.2 CU YD) - w/ LEVEL
CONTROL & VIBRATOR
FR1099 ELUTRIATED, CLEAN-FLAKE VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 10 HP w/L-R 36FR003C FILTERS
VS1057 ELUTRIATED, CLEAN-FLAKE SURGE BIN L - R SYSTEMS 7' x 7' x 14'H (5000 LB) -
AL - HIGH LEVEL SENSOR -
SIGHT GLASS
FR1100 BLENDING-STATION, VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 20 HP VACUUM BLOWER
w/SOUND ENCLOSURE
VS1077A WEIGH BLENDER - CLEAN FLAKE BIN L - R SYSTEMS WSB-2000 4 L-R ENGR SYSTEM, 36" x 36"
x 70" AL BIN w/ LEVEL SENSOR
& 2 CU FT RCVR
VS1077B,C,D WEIGH BLENDER - ADDITIVE BINS (3) L - R SYSTEMS STOCK 14" x 14" x 48"
SF1079A,B,C,D VIBRATORY FEEDERS SYNTRON FMC #8F-01 8 X 20 AND FMC
#F-10C VIBRATORY FEEDERS
VS1076 WEIGH XXXXXX L - R SYSTEMS WBS-2000 150 LB CAP-PROGRAMMABLE
WEIGH SCALE BLENDER
BD1060 CLEAN FLAKE & ADDITIVES RIBBON BLENDER L - R SYSTEMS CUSTOM 200 # CAP - AL MIXING
BARREL w/ 2 HP GEAR DRIVE
AND MIXING PADDLE
FR1101 EXTRUDER-FEED, VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 20 HP VACUUM BLOWER
VS1063 EXTRUDER FEED XXXXXX XXXX CUSTOM 13 CU FT w/ L-R SYSTEMS
VPW-500 POWDER RECEIVER
EXM1060 EXTRUDER MOTOR XXXXXXX 508AT 400 HP DC w/ COOLING BLOWER
ATTACHMENT
GB1061 EXTRUDER GEAR-BOX XXXX 6H-6026 XX 00 6.1 GEAR RATIO
EX1060 EXTRUDER XXXX 6"D - 36 1L/D -
VACUUM-VENTED
SP1074 SCREEN CHANGER KREYENBORG SWE-200-88/RS 2 BOLT, AUTO-BACKFLUSHING
TYPE - 206 mm SCREENS
PZ1069 PELLETIZER XXXXXXXX WRP-12V WATER-RING TYPE - VARIABLE
SPEED - 2HP/3600 RPM, MAX
VS1072 PELLET WATER DEWATERING TROUGH XXXXXXXX PART OF WRP-12V SYSTEM
2
LINE 7 EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
FS1071 PELLET DRYER - AIR ASSISTED XXXXXXXX XX FRAME AND ROTOR -
2HP/1200 RPM - PART OF
WRP-12V SYSTEM
VS1085 PELLETIZER SURGE BIN L - R SYSTEMS 30"x30"x36" AL - 1/2" SCREEN - MAGNEETIC
SCREEN - LEVEL CONTROLLED
LINE 8 EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
CY2001 BALE CONVEYOR HUSTLER B2676 (SER.#) 72" W x 27' L 1/4" plate
steel belt
BB2002 BALE XXXXXX HUSTLER B2678 (SER. #) 72" W x 72' L
CY2003 VIBRATORY CONVEYOR & PUNCH PLATE SCREEN HUSTLER B2681 (SER. #) 60" W x 23' L BED - PUNCH-
PLATE: 2x10 ROWS
CY2004 RESIDUE SLIDE CONVEYOR HUSTLER B2683 (SER. #) 12" W x 6' L FLAT BELT
w/ CLEATS
CY2005 CLEATED, INCLINED, RESIDUE CONVEYOR HUSTLER B2685 (SER. #) 12" W x 12' L FLAT BELT
w/ CLEATS
CY2006 INCLINED, CLEATED, SORTING STATION FEED CONVEYOR HUSTLER B2687 (SER. #) 36" W x 20' L BELT w/ MAG.
HEAD PULLEY
CY2007 SORTING CONVEYOR HUSTLER B2688 (SER. #) 36" W x 15' L FLAT SLIDE
BELT - TWO THROW-OUT XXXXXX
CY2008 WASTE/BY-PRODUCT SLIDE CONVEYOR HUSTLER B2691 (SER #) 24" W x 20' L FLAT BELT
(REVERSIBLE)
CY2009 WASTE/BY-PRODUCT BALER FEED CONVEYOR VALLEY FORGE 700 18" W x 15' L FLAT BELT
w/ CLEATS
BA2011 WASTE/BY-PRODUCT BALER PIQUA 54-40 HD HYDRAULIC VERTICAL BALER
CY2012 SORTING-LINE TAKE-AWAY CONVEYOR (INCLINED, CLEATED) HUSTLER B2690 (SER. #) 36" W x 15' L FLAT BELT
w/ MAG. HEAD PULLEY
CY2012A SLIDE CONVEYOR CUSTOM BRIDGES INCLINED, CLEATED
CONVEYORS
CY2016 GRANULATOR FEED CONVEYOR (INCLINED, CLEATED) HUSTLER B2693 (SER. #) 36" W x 19'-6" L FLAT BELT
w/ CLEATS
GR2018 GRANULATOR CUMBERLAND 508 100 HP - 1/2" BED-SCREEN -
3-BLADE ROTOR -
SOUND-PROOFED
BL2019 DIRTY FLAKE ELUTRIATOR BLOWER STERLING SYSTEMS 7075FV (CCWUD) A COMPONENT OF STERLING'S
3210EL SYSTEM
FS2020 DIRTY FLAKE ELUTRIATION VESSEL STERLING SYSTEMS EL32C IBID - SS - 7" OD INLET,
146" STAND
BL2021 CYCLONE BLOWER STERLING SYSTEMS 1115FV (CCWUD) IBID - 15 HP BLOWER MOTOR
FS2022 AIR CYCLONE & BAG FILTER STERLING SYSTEMS #13 SS - #13 CYCLONE w/ SIDE
MOUNTED FILTER HEAD
VS2023 DIRTY FLAKE PICK-UP BIN AND FEED AUGER CUSTOM SS - 3.5 CU YD CAPACITY
w/ 6"D x 13' L INCLINED
AUGER
VS2027 HOT WATER WASH TANK (1 OF 2) CUSTOM SS - 390 GAL. - STEAM
JACKETED - INSULATED
VS2026 HOT WATER WASH TANK (2 OF 2) CUSTOM SS - 390 GAL. - STEAM
JACKETED - INSULATED
MXM2027&28 HOT WATER WASH TANK MIXERS PHILADELPHIA MIXER PG 13 SS SHAFT AND IMPELLERS -
5 HP DRIVE MOTORS
FS2029 HOT WASH DEWATERING DRYER XXXXXX DAY D312 SS ROTOR AND FRAME -
STELLITED ROTOR - 10 HP
DRIVE
FS2045 HOT WASH-WATER, DEEP-BED FILTER CUSTOM SS - 270 GAL. - INDEXING,
REUSABLE FILTER MEDIUM
P2046 HOT WASH, DEEP-BED FILTER, SUMP PUMP XXXXXX 70 GPM PUMP - 5 HP MOTOR -
SS HOUSING & IMPELLER
VS2047 HOT WASH WATER HEATING TANK CUSTOM SS - STEAM-HEATED -
INSULATED - 1200 GAL.
P2047&50 HOT WASH WATER PUMPS XXXXXX FL 3" x 5-1/4" 60 GPM - 5 HP
MOTOR - SS HOUSING &
IMPELLER
VS2030 HOT WASH CLEAN FLAKE BIN CUSTOM SS - 1.5 CU YD
CY2031 HOT WASH CLEAN FLAKE BIN AUGER CUSTOM SS - 6"D x 8' L - 2500
LB/HR
VS2032 PRIMARY CLEAN FLAKE RINSE TANK CUSTOM 3' W x 6' L x 3 H, SS -
260 GAL. - 3 COMP. XXXXXX-
XXXXXX XXXXXXXXX
XXX0000X,X,X PRIMARY RINSE TANK MIXERS PHILADELPHIA MIXER PG-13 SS SHAFT AND IMPELLER -
1/4 HP
P2038 RINSE TANK SUMP PUMP (COMPARTMENT C) WEMCO FL 190 GPM - 10 HP - SS HOUSING
AND IMPELLER
FS2037 HYDROCYCLONE SEPARATOR (COMPARTMENT C) XXXXX ENGINEERING D108-841
LINE 8 EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
FS2044 PRIMARY RINSE SYSTEM SPIN DRYER XXXXXX DAY D512 SS FRAME AND ROTOR - 10 HP
P2034&36 PRIMARY RINSE SYSTEM SUMP PUMPS (COMPARTMENTS A&B) WEMCO FL 190 GPM - 10 HP MOTOR - SS
HOUSING & IMPELLER
XX0000&00 XXXXXXXXXXXX SEPARATORS (COMPARTMENTS A&B) XXXXX ENGINEERING D108-841
FS2039 HEAVIES SPIN DRYER XXXXXX DAY D312 SS FRAME AND ROTOR - 10 HP
DRYER MOTOR
VS2040 SECONDARY, CLEAN-FLAKE RINSE TANK CUSTOM SS - 200 GAL.
MXM2040 SECONDARY RINSE TANK MIXER PHILADELPHIA MIXER PC-13 SS SHAFT AND IMPELLER -
1/4 HP
P2041 SECONDARY RINSE TANK SUMP PUMP WEMCO FL 190 G PM - 10 HP - SS
HOUSING AND IMPELLER
FS2042 HYDROCYCLONE SEPARATOR XXXXX ENGINEERING D108-841
FS2043 VIBRATORY FILTER SWECO LS30S66
FS2051 FIRST-STAGE DEWATERING DRYER XXXXXX DAY D312 SS FRAME AND ROTOR- 10 HP
MOTOR
FS2052 SECOND-STAGE DEWATERING DRYER XXXXXX DAY D312 SS FRAME AND ROTOR - 10 HP
MOTOR
FS2053 FINAL DEWATERING DRYER WITH AIR-ASSIST XXXXXX DAY D532 SS HOUSING AND ROTOR - 15 HP
MOTOR
BL2053 EXHAUST BLOWER TWIN CITY FAN BC-SW SIZE 165; 4800 CFM - 3HP
w/ 4-15" DIA. FILTER SOCKS
VS2057 INTERMEDIATE DRY FLAKE BIN w/ VIBRATOR & AIRVEYOR STERLING SYSTEMS SGB-03060 COMPONENT OF STERLING'S
3210EL SYSTEM - AL - 30
CU FT
BL2058 ELUTRIATOR XXXXX XXXXXXXX SYSTEMS 7075FV (CCWUD) IBID - 7.5 HP BLOWER MOTOR
FS2059 CLEAN FLAKE ELUTRIATION VESSEL STERLING SYSTEMS EL32C IBID - SS
BL2060 CYCLONE BLOWER STERLING SYSTEMS 1115FV (CCWUD) IBID - 15 HP BLOWER
FS2061 ELUTRIATED WASTE CYCLONE STERLING SYSTEMS #13 IBID - SS - #13 CYCLONE
w/ SIDE MOUNTED FILTER HEAD
FS2062 CYCLONE EXHAUST FILTER STERLING SYSTEMS IBID - 6 - 16" D x 114"
LONG FILTER BAGS
VS2063 ELUTRAITED FLAKE RECEIVER L - R SYSTEMS STOCK AL - 4W x 4'L x 4' DEEP -
WITH LEVEL CONTROLLERS
FR2104 ELUTRIATED, CLEAN-FLAKE VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 15 HP VACUUM BLOWER w/ L-R
36FR003C RCVR
VS2065 ELUTRIATED, CLEAN-FLAKE SURGE BIN L - R SYSTEMS CUSTOM AL - 7' x 7' x 14' H
(5000 LB) - HIGH LEVEL
SENSOR - SIGHT GLASS
FR2105 BLENDING STATION VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 20 HP VACUUM BLOWER
VS2065A WEIGH BLENDER - CLEAN FLAKE BIN L - R SYSTEMS CUSTOM 36 CU FT XX XXXXXX
w/ L-R VL-4500/02 VACUUM
RECVR
VS2065B,C,D WEIGH BLENDER - ADDITIVE BINS (3) L - R SYSTEMS STOCK 14" x 14" x 48" AL BIN w/
L-R VPW-400 POWDER RECEIVER
SF2067A,B,C,D VIBRATORY FEEDERS SYNTRON BF-01C FMC #8F-01 8 x 20 AND FMC
#F-10C VIBRATORY FEEDERS
VS2067 WEIGH XXXXXX L - R SYSTEMS WSB-2000 4 150 LB CAPACITY -
PROGRAMMABLE
BD2068 CLEAN FLAKE & ADDITIVES RIBBON BLENDER X - X XXXXXXX XXXXX 000 # XXX - XX MIXING BARREL
w/ 2 HP GEAR DRIVE & MIXING
PADDLE
FR2106 EXTRUDER FEED VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 20 HP VACUUM BLOWER
VS2091 EXTRUDER FEED XXXXXX XXXX CUSTOM 13 CU FT CAP w/L-R VPW -
500 POWDER RECEIVER
EXM2068 EXTRUDER MOTOR XXXXXXX 508AT 400 HP DC w/ COOLING BLOWER
GB2069 EXTRUDER GEAR-BOX XXXX 6:H-6026 RH 20.6 1 GEAR RATIO
EX2068 EXTRUDER XXXX 6: - 36 1 LL/D - VACUUM
VENTED
2
LINE 8 EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
SP2082 SCREEN CHANGER KREYENBORG SWE-200-88/RS 2-BOLT - AUTO BACKFLUSHING
TYPE - 205 mm SCREENS
PZ2082 PELLETIZER XXXXXXXX WRP-12V WATER RING-TYPE - 2 HP,
VARIABLE SPEED MOTOR, 3600
RPM, MAX.
VS2080 PELLET WATER DEWATERING TROUGH XXXXXXXX COMPONENT OF WRP-12V PACKAGE
FS2079 PELLET DRYER - AIR ASSISTED XXXXXXXX IBID - SS FRAME AND ROTOR -
2 HP, 1200 RPM
VS2083 XXXXXXXXXX XXXXX XXX X - X XXXXXXX 00"x00"x00"X XX - 0/0" SCREEN - MAGNETIC
SCREEN - LEVEL CONTROLLED
FS2045A HOT FILTRATE SIEVE HYCOR HS36/A44 SS CONSTRUCTION
VENTED
3
PLANT SUPPORT EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
F-2 AUTO BACK-FLUSH FILTER YARDNEY MM3660-3A (3) 200 GPM MULTI-MEDIA
FILTERS w/AUTO CONTROLS
F-101 FILTER PRESS PAC PRESS MODEL P800E132A-10/15; 15
CU FT CAP
FLOWMETER XXXXXXXX MODEL FM 621-031-401-0
SIZE 3
P-103 PROCESS FEED PUMPS MCM 3 x 4 x 11
P-109 RECYCLE PUMP XXXXXX 10 ICU - 1 100GPM 5HP
P-105 FILTER PRESS FEED PUMP XXXXXX XXXX SA2-A SANDPIPER TYPE 5; 50 GPM,
AIR POWERED, DOUBLE
DIAGRAM PUMP
P-112 SKIM TRANSFER PUMP XXXXXX XXXX SA2-A SANDPIPER TYPE 5; 50 GPM,
AIR POWERED, DOUBLE DIAGRAM
PUMP
RE-USE WATER PUMP (2) XXXXXXX 3G5-4 250 GPM @ 00 XXX
X-000/0 XXXX XXXX XXXXXX XXXX X0X00-X SELF PRIMING CENTRIFUGAL
PUMP
T-111 SAMPLE TANK NORWESCO STOCK 550 GAL. 67" D x 42" H
POLETHYLENE
T-107 DAF CELL TANK PCE 120 DISSOLVED AIR FILTER
w/ SKIMMER AND MIXERS MFG
1/95
HILLSIDE SCREEN GALA 160 FRS
SCREW PRESS HYCOR SPR 260 HELIXPRESS UNIT, SPR 260,
HYCOR S/N H-0011096
T-101 EQUALIZATION TANK NORWESCO STOCK 5000 GAL. POLY TANK 102"
D x 152" H w/ MIXER
A-101 EQ TANK MIXER 3/4 HP GEAR DRIVE MIXER
FITS INTO EQ TANK
T-102 EQUALIZATION TANK NORWESCO STOCK 5000 GAL. POLY TANK 102" D
x 152" H
T-103 SKIM HOLDING TANK NORWESCO STOCK 1700 GAL. POLY TANK 87"D x
72" H
FACILITY BOILER CLEAVOR XXXXXX C8-700-1505 150 PSI PACKAGED BOILER
SYSTEM
FLOOR SCALE GSE 550 PORTABLE FLOOR SCALE
REFUSE COMPACTOR XxXXXXX 40067 HYDRAULIC COMPACTOR FOR A
42 CU FT REFUSE BOX
TRUCK SCALE FAIRBANKS 90-161-1 35 TON SCALE
PLANT AIR SUPPLY COMPRESSOR SULLAIR SRF (2) SRF 1/4000 AIR
COMPRESSORS FOR PLANT AIR
BALE WIRE DICER SWEED 510 CUTS BALE WIRES
FLOOR SWEEPER POWERBOSS TSS/80-HD DRIVING FLOOR MACHINE
FORK LIFTS (2) TCM FCG 18N7T
FORK LIFT TCM FG20N3T
FIRE WATER AND SPRINKLER PUMP PEERLESS 6AEF14G 13" D IMP 100 HP w/ XXXXXX
XXXXX CONTROL C 38204-4J
SYSTEM
COOLING TOWER MARLEY 28144
FR1103 SILO VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 15 HP BLOWER MOTOR
w/ FILTERS
VS1066 15000 LB PELLET SILO PEABODY TECHTANK CUSTOM 12' D x 16' H AL CONST
RA1068 15000 LB SILO ROTARY AIR LOCK XXXXX & SONS HD SIZE 10" x 10" - 1 HP DRIVE
MOTOR
VS1069 50000 LB PELLET BLENDING SILO PEABODY TECHTANK CUSTOM 11' D x 29' H - AL CONST
w/ BLENDING TUBE & LEVEL
SENSOR
FR1102 VACUUM, PELLET RECIRCULATING L - R SYSTEMS VL-500 w/ AIR FILTERS
PLANT SUPPORT EQUIPMENT AND MACHINERY LIST
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
RA1092 ROTARY AIR LOCK - 50000 XX XXXXX & SONS HD SIZE 10" x 00" - 0 XX XXXXX
XXXXX
XX0000 PACKAGING SCALE - 50000 LB SILO SYNTEST SP320 BLENDING SILO FITTED WITH
HI AND LO OUTPUT SLIDE
VALVES
BL1095 BLOWER - BULK LOADING SYSTEMS L - R SYSTEMS LSP400-30 30 HP MOTOR
FS1107 TRUCK LOADING CYCLONE L - R SYSTEMS 750 SS - 0 XX XX XXXXXXXX
XX0000 RAILCAR LOADING LINES (2) CUSTOM 4" LINES - PEENED
FR2108 SILO VACUUM TRANSFER SYSTEM L - R SYSTEMS VL-500 15 HP VACUUM BLOWER
VS2094 15000 LB PELLET SILO PEABODY TECH TANK CUSTOM AL CONST - 12' D 16' H
RA2109 15000 LB SILO ROTARY AIR LOCK XXXXX & SONS HD SIZE 10 x 10 1 HP DRIVE
MOTOR
VS2097 50000 LB PELLET BLENDING SILO PEABODY TECHTANK CUSTOM 11' D x 29' H - AL CONST -
w/ BLENDING TUBE & LEVEL
SENSOR
FR2107 VACUUM, PELLET RECIRCULATING L - R SYSTEMS VL-500 15 HP VACUUM BLOWER
RA2100 ROTARY AIR-LOCK - 50000 XX XXXXX & SONS HD 0 XX XXXXX XXXXX
XX0000 PACKAGING SCALE - 50000 LB SILO SYNTEST SP320 BLENDING SILO FITTED WITH
HI AND LO OUTPUT SLIDE
VALVES
2
LIST OF OBSOLETE EQUIPMENT AND MACHINERY
ASSET ID ASSET NAME MAKE MODEL NOTE
------------------------------------------------------------------------------------------------------------------------------------
FS2055 FLAKE DRYER - AIR ASSISTED XXXXXX DAY D532 SS FRAME & ROTOR - 15 HP
MOTOR - NEEDS NEW ROTOR
VS2054 METAL DETECTOR & DIVERTER ERIEZ EZ TEC III REJECTS AL FROM CLEAN PET
SERIES FLAKE
SP-1074 (OLD) SLDE-PLATE SCREEN-CHANGER XXXXXXXX XXX-00 0" XXXXXXX XXXX - XXXXXXXXX
UNIT - NEEDS NEW INLET
ADAPTOR
SP-2062 (OLD) SLDE-PLATE SCREEN-CHANGER XXXXXXXX XXX-00 0" XXXXXXX XXXX - XXXXXXXXX
UNIT - NEEDS NEW INLET
ADAPTOR
VS2112 PET FLAKE POLISHING TANK & AUGER CUSTOM SS - APPROX. 100 GAL. CAP.
SH1009 SHREDDER SHRED TECH ST-50 2 x 30 HP DRIVE MOTORS -
NEEDS NEW ROTORS &
PNEUMATIC XXXXXXX
SH2014 SHREDDER SHRED TECH ST.50 2 x 30 HP DRIVE MOTORS -
NEEDS NEW MOTORS &
PNEUMATIC XXXXXXX
DM1010 DRUM MAGNET DINGS MAGNETIC 12 x 36 FC DRUM SCAVENGES FERROMAGNETICS
FROM SHREDDER OUTPUT
DM2015 DRUM MAGNET DINGS MAGNETIC 12 x 36 FC DRUM SCAVENGES FERROMAGNETICS
FROM SHREDDER OUTPUT
